SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Melamine Chemicals, Inc.
(Name of issuer)
Common Stock
(Title of class of securities)
585332 10 9
(CUSIP number)
Thomas L. Feazell
1000 Ashland Drive
Russell, KY 41169
(606) 329-3403
(Name, address and telephone number of person
authorized to receive notices and communications)
June 27, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box. X
<PAGE>
CUSIP No. 585332 10 9 13D
1 NAME OF REPORTING PERSONS Ashland Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 61-0122250
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Not Applicable (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,275,000 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,275,000 shares
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Item 1. Security and Issuer:
Ashland Inc. ("Ashland") currently owns 1,275,000 shares of Common
Stock (the "Stock"), par value $.01 per share, of Melamine
Chemicals, Inc. ("MCI"). MCI's address of its principal executive
offices is P.O. Box 748, Donaldsonville, Louisiana 70346.
Item 2. Identity and Background:
(a), (b) and (c) Ashland is a Kentucky corporation with its
principal executive offices located at 1000 Ashland Drive,
Russell, KY 41169. Ashland's businesses are grouped into six
industry segments: Ashland Petroleum, SuperAmerica Group,
Valvoline, Chemical, Engineering and Construction, and
Exploration. In addition, Ashland is involved in the coal industry
through its 50% ownership in Arch Mineral Corporation ("Arch") and
its 46% ownership of Ashland Coal, Inc. ("Ashland Coal").
Ashland Petroleum is one of the nation's largest independent
petroleum refiners and a leading supplier of petroleum products to
the transportation and commercial fleet industries, other
industrial customers and independent marketers. Ashland Petroleum
also gathers and transports crude oil and petroleum products. The
SuperAmerica Group operates combination gasoline and merchandise
stores under the SuperAmerica(R) brand name and also sells
gasoline under various brand names through other company or
dealer-operated outlets. On May 15, 1997, Ashland and USX
Corporation announced the signing of a Letter of Intent between
Ashland and USX's Marathon group to pursue a combination of the
major elements of Marathon's and Ashland's refining, marketing and
transportation operations. Under the terms of the Letter of
Intent, Marathon will have a 62 percent ownership interest, and
Ashland will have a 38 percent ownership interest, in the new
limited liability joint venture company. Ashland's exploration,
production and chemical businesses are not to be a part of the new
company's assets. Also excluded from the transaction is Ashland's
Valvoline division. Certain equity investments of both companies
are also excluded. Ashland's refinery-produced petrochemicals will
be a part of the new company. It is anticipated that the new
company will not assume debt of either Marathon or Ashland. The
transaction is subject to the negotiation and execution of
definitive documents and a closing of the transaction is targeted
for calendar year-end. The anticipated combination requires the
approval of the Boards of Directors of Ashland, Marathon and USX
and of certain governmental agencies, as well as the satisfactory
conclusion of due diligence by the parties.
Ashland's Valvoline division is one of the nation's leading
marketers of branded, packaged motor oil and markets automotive
chemicals, filters, rust preventives and coolants. In addition,
Valvoline is engaged in the "quick-lube" business through outlets
operating under the Valvoline Rapid Oil Change(R) and Valvoline
Instant Oil Change(R) names.
Chemical distributes industrial chemicals, solvents and plastics,
and manufactures a wide variety of specialty chemicals and certain
commodity chemicals. Engineering provides architectural, design
engineering and project management services worldwide, designs and
manufactures steam-generating and fuel-burning equipment, and
fabricates heavy metal products. Construction produces asphaltic
and ready-mixed concrete, aggregate, concrete blocks and certain
specialized construction materials, and performs contract
construction work including highway paving and repair, excavation
and grading, and bridge and sewer construction in the southern
United States.
Exploration produces crude oil and natural gas principally in the
eastern United States and Gulf Coast and crude oil in Nigeria. On
May 21, 1997, Ashland and the Norwegian energy company, Statoil,
announced the signing of a definitive agreement for the sale of
substantially all of Ashland's domestic (but not international)
oil and gas properties. The cash transaction is valued at $566
million. Closing of the transaction is anticipated on July 1,
1997.
Arch produces metallurgical and steam coal from surface and deep
mines in Illinois, Kentucky, West Virginia and Wyoming for sale to
utility and steel companies. Ashland Coal produces low-sulfur
steam coal from surface mines in central Appalachia for sale to
domestic and foreign electric utility and industrial markets. Arch
and Ashland Coal each markets coal mined by independent producers.
On April 4, 1997, Ashland Coal, Inc. and Arch jointly announced
the execution of a definitive agreement to merge their companies
into a publicly traded company to be known as Arch Coal, Inc.
Ashland will own about 54% of Arch Coal. Completion of the
transaction is expected to occur on July 1, 1997.
The executive officers and directors of Ashland and their
principal occupations are shown on the attached Schedule I. The
business address of each executive officer is shown on Schedule I.
Each director's business address is Ashland Inc., c/o Office of
the Secretary, 1000 Ashland Drive, Russell, KY 41169.
(d-e) During the last five years, neither Ashland nor any of the
persons listed in Schedule 1 hereto, has been (i) convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) a party to a civil proceeding for a judicial
or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
(f) Each executive officer and director of Ashland is a U.S.
citizen.
Item 3. Source and Amount of Funds or Other Consideration:
MCI was formed in 1968 by Ashland and First Mississippi
Corporation, with each company owning 50% of the Stock. Prior to
the initial public offering of the Stock in August, 1987, Ashland
owned 2,000,000 shares of Stock. After the initial public
offering, Ashland owned 1,275,000 shares of Stock. On August 28,
1989, Ashland contributed, as a capital contribution, its
1,275,000 shares of Stock to its wholly-owned subsidiary, Ashland
Chemical, Inc. ("ACI"). ACI was merged into Ashland, effective
close of business on September 30, 1993 and, accordingly,
ownership of the 1,275,000 shares of Stock was transferred from
ACI to Ashland.
The purchase of any additional shares of Stock would be financed
through internally generated funds of Ashland.
Item 4. Purpose of Transaction:
On June 27, 1997, Paul W. Chellgren, Chairman of the Board and
Chief Executive Officer of Ashland, sent a letter to James W.
Crook, Chairman of the Board of MCI, which included an offer to
purchase all the issued and outstanding shares of Stock that
Ashland does not already own at a price of $12.50 per share in
cash at closing in a friendly, negotiated transaction. The offer
is subject to a due diligence review, Ashland Board review,
negotiation of a definitive agreement and assurances of an
acceptable long-term raw material supply arrangement. A copy of
the letter is attached as an exhibit hereto.
Item 5. Interest in Securities of the Issuer:
I. Ashland
(a) Share Ownership
(i) Aggregate number beneficially owned:
1,275,000
(ii) Percentage of class of securities owned:
23.4%
(b) Number of shares which such person has:
(i) sole power to vote or to direct the vote - 1,275,000
(ii) shared power to vote or to direct the vote - 0
(iii) sole or shared power to dispose or to direct the
disposition of - 1,275,000
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
II. Executive Officers and Directors of Ashland
The beneficial ownership of the Stock of certain executive
officers and directors of Ashland is listed on Schedule II. If not
listed on Schedule II, the executive officer or director does not
beneficially own any Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer:
MCI, Ashland and First Mississippi Corporation ("First
Mississippi") entered into an agreement (the "Registration Rights
Agreement") granting to Ashland and First Mississippi certain
rights to have their Stock registered for public sale. On August
31, 1989, Ashland assigned all of its rights, privileges, duties
and obligations under the Registration Rights Agreement to ACI. On
September 30, 1993, ACI was merged into Ashland and, accordingly,
Ashland succeeded to all of ACI's rights, privileges, duties and
obligations under the Registration Rights Agreement. Under the
Registration Rights Agreement, upon the request of either Ashland
or First Mississippi, MCI is required to file a registration
statement with respect to the sale of Stock owned by such party.
The non-requesting party has the right to include its shares in
such registration, but may not for 12 months thereafter require
MCI to register its shares. Following such 12-month period, the
non-requesting party may request registration, and the first
requesting party may include in such registration any shares not
sold pursuant to the first registration. Each party has the right
to demand one such registration, In addition, if MCI proposes to
register any of its Stock in an offering to the public for its own
account or the account of any of its securities holders, MCI is
required to notify Ashland and First Mississippi, as the case may
be, and to include their shares in such registration if so
requested. Each of Ashland and First Mississippi have the right to
include shares in two such registrations. The underwriters of any
such offering have the right to limit the number of shares sold by
Ashland or First Mississippi pursuant to any such registration
rights to such quantity as will not, in their opinion, jeopardize
the underwriting or adversely affect the price of the shares to be
sold. MCI has the additional right to delay the registration if a
registration at such time would be unreasonably expensive or
burdensome.
Item 7. Material to be Filed as Exhibits:
(1) The Borrowing of Funds to Finance the Acquisition:
Not Applicable
(2) The Acquisition of Issue Control, Liquidation, Sale of
Assets, Merger, or Change in Business or Corporate Structure:
Exhibit 99.1 - Letter dated June 27, 1997 from Paul W.
Chellgren to James W. Cook
(3) The Transfer or Voting of the Securities:
Exhibit 99.2 - Registration Rights Agreement
Exhibit 99.3 - Agreement of Assignment and Assumption
SIGNATURE
After reasonable 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.
June 30, 1997
/s/ THOMAS L. FEAZELL
---------------------------
Thomas L. Feazell
Senior Vice President, General
Counsel and Secretary
<PAGE>
SCHEDULE I
DIRECTORS AND OFFICERS
OF
ASHLAND INC.
OFFICE ADDRESSES
DIRECTORS OFFICE ADDRESSES
- -------------------- ----------------------------------------------------
Jack S. Blanton Republic Bank Center
700 Louisianna
Suite 3920
Houston, TX 77002
Thomas E. Bolger 4301 Gulf Shore Blvd., North
Apt. 703
Naples, FL 33940
and
P.O. Box 9211
4605 Indian Springs Drive
Jackson, WY 83001
Samuel C. Butler Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Frank C. Carlucci The Carlyle Group
1001 Pennsylvania Ave., N.W.
Washington, DC 20004-2505
Paul W. Chellgren P.O. Box 391
Ashland, KY 41114
James B. Farley Villa D'Este
2665 North Ocean Blvd.
Delray Beach, FL 33483
and
51 Taylor Road
Short Hills, NJ 07078
Ralph E. Gomory Alfred P. Sloan Foundation
630 Fifth Ave., Suite 2550
New York, NY 10111-0242
Mannie L. Jackson Harlem Globetrotters International, Inc.
One Arizona Center
400 East Van Buren St., Suite 300
Phoenix, AZ 85004
Patrick F. Noonan The Conservation Fund
1800 North Kent St.
Suite 1120
Arlington, VA 22209
Jane C. Pfeiffer 90 Field Point Circle
Greenwich, CT 06830
Michael D. Rose The Promus Companies Incorporated
755 Crossover Lane
Memphis, TN 38117
William L. Rouse, Jr. 2201 Regency Road
Suite 602
Lexington, KY 40503
Dr. Robert B. Stobaugh Harvard Business School
103 Cotting House
Soldiers' Field Road
Boston, MA 02163
MAILING ADDRESS:
243 Marsh Street
Belmont, MA 02178
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OFFICE ADDRESS TITLES
- ------------------ ---------------- --------------------
<S> <C> <C>
Paul W. Chellgren P. O. Box 391 Chairman of the Board and
Ashland, KY 41114 Chief Executive Officer
John A. Brothers P. O. Box 391 Executive Vice President and
Ashland, KY 41114 Group Operating Officer
James R. Boyd P. O. Box 391 Senior Vice President and
Ashland, KY 41114 Group Operating Officer
J. Marvin Quin P. O. Box 391 Senior Vice President and
Ashland, KY 41114 Chief Financial Officer
Thomas L. Feazell P. O. Box 391 Senior Vice President,
Ashland, KY 41114 General Counsel and
Secretary
Robert E. Yancey, Jr. P. O. Box 391 Senior Vice President and
Ashland, KY 41114 Group Operating Officer; President,
Ashland Petroleum Company
Harry M. Zachem P. O. Box 391 Senior Vice President,
Ashland, KY 41114 External Affairs
David J. D'Antoni P. O. Box 2219 Senior Vice President;
Columbus, OH 43216 President, Ashland
Chemical Company
John F. Pettus P. O. Box 14000 Senior Vice President;
Lexington, KY 40512 President, SuperAmerica
Group
Charles F. Potts 900 Ashwood Parkway Senior Vice President;
Suite 700 President, APAC, Inc.
Atlanta, GA 30338-4780
James J. O'Brien P. O. Box 14000 Senior Vice President;
Lexington, KY 40512 President, The Valvoline
Company
John W. Dansby P. O. Box 391 Administrative Vice
Ashland, KY 41114 President; Treasurer
Kenneth L. Aulen P. O. Box 391 Administrative Vice
Ashland, KY 41114 President; Controller
Philip W. Block P. O. Box 391 Administrative Vice
Ashland, KY 41114 President
Fred E. Lutzeier P. O. Box 391 Auditor
Ashland, KY 41114
William R. Sawran P.O. Box 14000 Vice President; Chief
Lexington, KY 40512 Information Officer;
President, Ashland
Services Company
</TABLE>
OTHER OFFICERS OFFICE ADDRESSES TITLES
- -------------- ---------------- ------
Sean T. Crimmins P. 0. Box 391 Vice President
Ashland, KY 41114
William G. Haddeland 601 Pennsylvania Vice President
Avenue,N.W.
North Building, Suite 540
Washington, DC 20004
William P. Harti P.O. Box 391 Vice President
Ashland, KY 41114
James D. Lacy P. 0. Box 391 Vice President
Ashland, KY 41114
Andrew C. Meko P. 0. Box 391 Vice President
Ashland, KY 41114
Carl A. Pecko P. O. Box 391 Vice President
Ashland, KY 41114
James G. Stephenson P. O. Box 391 Vice President
Ashland, KY 41114
Timothy J. Berry P. 0. Box 14000 Assistant Secretary
Lexington, KY 40512
Thomas F. Davis P. 0. Box 2219 Assistant Secretary
Columbus, OH 43216
Michael F. Jordan P. 0. Box 391 Assistant Secretary
Ashland, KY 41114
Richard P. Thomas P. 0. Box 391 Assistant Secretary
Ashland, KY 41114
T. Cody Wales P. 0. Box 391 Assistant Secretary
Ashland, KY 41114
J. Michael Wilder P. O. Box 14000 Assistant Secretary
Lexington, KY 40512
Charles M. Hedrick P. O. Box 391 Assistant Treasurer
Ashland, KY 41114
Daniel B. Huffman P. O. Box 391 Assistant Treasurer
Ashland, KY 41114
Charles H. Seal P. O. Box 391 Assistant Treasurer
Ashland, KY 41114
<PAGE>
SCHEDULE II
EXECUTIVE OFFICER SHARES
- ----------------- ------
James R. Boyd 200 Shares
David J. D'Antoni 970 Shares - Custodian for Andrew
D'Antoni
500 Shares - Held in IRA Account
705 Shares - Indirect - Held in
Wife's IRA Account
9,195 Shares - Indirect - Held by
Wife
J. Marvin Quin 2,000 Shares - Indirect - Held by
Wife
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.1 Letter dated June 27, 1997 from Paul W. Chellgren to James W.
Cook
99.2 Registration Rights Agreement
99.3 Agreement of Assignment and Assumption
Exhibit 99.1
[Ashland Logo]
ASHLAND INC. P.O. BOX 391 ASHLAND, KENTUCKY 41114 PHONE (606) 329-3333
PAUL W. CHELLGREN
Chairman of the Board and
Chief Executive Officer
(606) 329-3024
(606) 329-3559 (FAX)
June 27, 1997
Mr. James W. Crook
Chairman of the Board
Melamine Chemicals, Inc.
P. O. Box 748
River Road, Highway 18
Donaldsonville, LA 70346
Dear Jimmy:
Through a briefing from Messrs. D'Antoni and Patrick, Ashland is
pleased to learn of the recent efforts regarding the possible sale of the
Company. As an original and long-term shareholder of Melamine Chemicals,
Inc., Ashland would be supportive of a sale of the company at a fair price.
Ashland would be interested in acquiring all the issued and
outstanding shares of Melamine that we do not currently own. Accordingly,
we stand ready to purchase all the issued and outstanding shares of the
Company that we do not already own at a price of $12.50 per share in cash
at closing, subject to a due diligence review, Ashland Inc. Board approval,
negotiation of a definitive agreement, and assurances of an acceptable
long-term raw material supply arrangement.
Under applicable Federal securities laws, we are required to
promptly publicly disclose the contents of this letter. This disclosure is
not meant to preempt or preclude negotiations. We are proposing a
negotiated, friendly transaction. I believe that we could complete any
necessary due diligence and agree and sign a definitive agreement very
quickly and, subject to customary conditions, complete this transaction
soon thereafter.
I look forward to your prompt and favorable reply at your earliest
convenience but in any event no later than the close of business on July
17, 1997.
Sincerely yours,
/s/ Paul Chellgren
Paul W. Chellgren
Chairman of the Board
and Chief Executive Officer
Exhibit 99.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("this Agreement"), is entered
into as of this day of August, 1987, by and among Melamine Chemicals, Inc.,
a Delaware corporation (the "Company"), Ashland Oil, Inc., a Kentucky
corporation ("Ashland") and First Mississippi Corporation, a Mississippi
corporation ("First Mississippi").
WHEREAS, the Company has filed a registration statement on Form
S-1 under the Securities Act of 1933 as amended (the "Act"), with the
Securities and Exchange Commission (the "Commission") with respect to an
offering by the Company of 1,400,000 shares of its common stock, $.Ol par
value per share, and an offering by Ashland and First Mississippi
(collectively, the "Selling Stockholders"), each of which is offering
700,000 shares of common stock; and
WHEREAS, each of the Selling Stockholders will each own 1,300,000
shares of common stock (the "Common Stock") after the Company's initial
public offering; and
WHEREAS, each of the Selling Stockholders may desire to register
the Common Stock for public sale at some time in the future; and
WHEREAS, the Company now desires to afford the Selling
Stockholders certain rights to register the sale of all or a portion of the
shares of Common Stock retained by them.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein contained and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
SECTION I
SELLING STOCKHOLDER REQUEST
FOR REGISTRATION
Section 1.01 Request for Registration. Either of the Selling
Stockholders may make a written demand (stating that it is made pursuant to
this Section 1.01) to the Company of their intention to effect the sale,
transfer or other disposition of all or a portion of their Common Stock and
to request that the Company register such Common Stock under the Act (the
"Demand Registration"). The demand shall specify the manner in which such
shares are to be sold, transferred or otherwise disposed of. The Company
will, as soon as is reasonably practicable but in no event later than ten
days after its receipt of such a request from either Ashland or First
Mississippi (the "Requesting Party"), notify the other party (the
"Non-requesting Party") of its receipt of a request to register shares of
Common Stock
<PAGE>
pursuant to this Agreement. The Non-requesting Party shall have ten
business days from its receipt of the notice to make written demand
(specifying that it is made pursuant to this Section 1.01) to the Company
to request that the Company Register all or a portion of its Common Stock.
The demand shall specify the manner in which such shares are to be sold,
transferred or otherwise disposed of. (All such shares of Common Stock that
the Company is requested to register are collectively referred to as the
"Registrable Securities"). Thereafter, the Company shall use reasonable
efforts to cause all Registrable Securities to be registered under the Act
pursuant to Section III hereof.
Section 1.02 Request by Non-Requesting Party. For a period of 12
months after a demand pursuant to Section 1.01 from the Requesting Party,
the Non-requesting Party may not make a written demand that the Company
register its shares under the Act pursuant to Section 1.01.
Section 1.03 Number of Demand Registrations. The Company shall be
obligated to effect one Demand Registration pursuant to Section 1.01 for
each of the Selling Stockholders on the terms and conditions of this
Agreement; provided, however, if the Company has filed a registration
statement pursuant to Section 1.01 and the registration fails to be
declared effective through no fault of the Company, such filing shall
fulfill the Company's obligations to register the Requesting Party's Common
Stock pursuant to Section 1.01.
Section 1.04 Delay of Demand Registration. Notwithstanding the
foregoing, if the Company shall furnish to the Selling Stockholders a
certificate signed by the Chairman of the Board, the President or any
authorized Vice President of the Company stating that in the good faith
judgment of the Board of Directors upon consultation with an independent
investment banking firm active in underwriting of public offerings it would
be seriously detrimental to the Company or its stockholders for a
registration statement to be filed in the near future, then the Company's
obligation to use its reasonable efforts to file a registration statement
pursuant to this Section I shall be deferred until such time as in the good
faith judgment of such persons it would not be seriously detrimental to the
Company and its stockholders.
SECTION II
COMPANY REGISTRATIONS
Section 2.01 Piggy-back Registration. In addition to any rights
granted under Section I and subject to the requirements of Section 2.02, if
the Company proposes to register under the Act a public offering of its
Common Stock, the Company shall give notice as promptly as possible of such
proposed registration to the Selling Stockholders. Within fifteen business
days after receipt of such notice, each Selling Stockholder shall notify
the Company in writing of the number of shares of Common Stock, if any,
that such Selling Stockholder wishes to have included in
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<PAGE>
such registration and, if either or both of the Selling Stockholders elect
to so include any shares of Common Stock in the registration, the Company
will use all reasonable efforts to cause the offering of the number of
shares that the Selling Stockholders shall have requested to be included in
such registration, upon the same terms (including the method of
distribution) as such offering; provided, however, that: (i) the Company
shall not be required to give notice of, or include such shares in, any
such registration if the proposed registration is a registration of (A) an
employee ownership, option, purchase or other employee incentive or benefit
plan or arrangement, (B) securities proposed to be issued in exchange for
securities or assets of, or in connection with a merger or consolidation
with, another entity or corporation, (C) securities proposed to be offered
to any class or series of its then existing security holders, (D)
securities issuable upon the conversion of securities which are the subject
of an underwritten redemption or (E) a combination of any of the
transactions referred to in (A) through (D); (ii) the Company shall not be
required to include any or all such shares of Common Stock in any such
registration if, in the reasonable opinion of the Company's investment
banking firm, the basis for which is given in writing by such firm to the
Selling Stockholders, the inclusion of any or all such shares of Common
Stock would have a material adverse affect on such proposed offering or the
Selling Stockholder desiring to sell shares has not agreed to refrain from
selling any additional shares of Common Stock for such reasonable period
not to exceed the number of days following the effective date of the
offering as such investment banker may reasonably request; provided,
however, that the securities of all other persons with similar rights must
also be excluded; (iii) if the amount of the securities to be offered by
the Company through such registration is reduced, the number of shares of
Common Stock to be offered by each of the Selling Stockholders may be
reduced proportionately; and (iv) the Company may, without the consent of
either of the Selling Stockholders, withdraw any registration statement and
abandon the proposed offering in which the Selling Stockholders had
requested to participate.
Section 2.02 Distribution of Shares. Each of the Selling
Stockholders desiring to sell shares of Common Stock in the offering agree
to sell their shares on the same terms as the securities proposed to be
registered by the Company.
Section 2.03 Number of Piggy-back Registrations. Each of the
Selling Stockholders shall have the right to have shares of Common Stock
included in two registrations pursuant to this Section II.
SECTION III
COMPANY OBLIGATIONS
Whenever required under Sections 1.01 or 2.01 to use reasonable
efforts to effect the registration of any Registrable
-3-
<PAGE>
Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a registration statement
with respect to such Registrable Securities and use all reasonable efforts
to cause such registration statement to become and remain effective;
provided, however, that in connection with any proposed registration
intended to permit an offering of any securities from time to time (i.e., a
so-called "shelf registration"), the Company shall in no event be obligated
to cause any such registration to remain effective for more than 90 days.
(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to the Selling Stockholders such numbers of copies of
a prospectus, including a preliminary prospectus, and such other documents
as they may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.
(d) Use all reasonable efforts to register and qualify the
securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
appropriate for the distribution of the securities covered by the
registration statement, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or
jurisdictions, and further provided that (notwithstanding anything in this
Agreement to the contrary with respect to the bearing of expenses) if any
jurisdiction in which the securities shall be qualified shall require that
expenses incurred in connection with the qualification of such securities
in that jurisdiction be borne by the selling shareholders, then such
expenses shall be payable by the selling shareholders pro rata, to the
extent required by such jurisdiction.
SECTION IV
CONDITION PRECEDENT
It shall be a condition precedent to the obligations of the
Company to take any action pursuant to Section III hereof that the Selling
Stockholders shall furnish to the Company such information regarding them,
the Registrable Securities held by them, the intended method of disposition
of such securities and such other information as, in the reasonable opinion
of counsel for the Company, is necessary to enable the Company to cause
such registration statement to be properly prepared and filed in
-4-
<PAGE>
accordance with applicable laws and regulations and to obtain acceleration
of the effective date thereof.
SECTION V
EXPENSES OF REGISTRATION
Section 5.01 Demand Registration Expenses. The Selling
Stockholders shall bear all expenses incurred in connection with a
registration pursuant to Section 1.01 including without limitation, all
underwriters' discounts, commission and fees, all registration and
qualification fees, printing, legal and accounting fees and fees and
disbursements of counsel for the Company. Each of the Selling Stockholders
shall bear such fees and expenses pro rata in the same proportion as the
number of shares registered on its behalf bears to the total number of
shares registered. The Company shall bear its internal costs associated
with the Demand Registration. If either of the Selling Stockholders'
request under Section 1.01 is made at a time not within 45 days after the
end of the Company's fiscal year, such Selling Stockholder shall bear the
additional costs and fees of the Company's auditors resulting from the
Company's inability to use year-end financial statements in the
registration statement initially filed pursuant to their request; and
provided, further, that the Selling Stockholders may withdraw a request
made within 45 days of the end of the fiscal year if the audited financial
statements of the Company of such year and at such year-end materially and
adversely differ from the information previously delivered to the Selling
Stockholders at the time of their request pursuant to the reporting
requirements of this Agreement, in which event the Selling Stockholders
shall not be required to pay any of the expenses and shall retain the right
to require the Company to register their Registrable Securities pursuant to
Section 1.01.
Section 5.02 Piggy-back Registration Expenses. In the case of any
registration effected pursuant to Section 2.01, the Selling Stockholders
shall bear any additional registration and qualification fees and expenses
(including underwriters' discounts and commissions), and any additional
costs and disbursements of counsel for the Company that result from the
inclusion of securities held by the Selling Stockholders in such
registration, with such additional expenses of the registration being borne
by both Selling Stockholders pro rata on the basis of the amount of
securities so registered; provided, however, that if any such costs of
expenses is attributable solely to one Selling Stockholder and does not
constitute a normal costs or expense of such a registration, such cost or
expense shall be allocated to that Selling Stockholder. In addition, each
Selling Stockholder shall bear the fees and costs of its own counsel.
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SECTION VI
INDEMNIFICATION
Section 6.01 Indemnification of Selling Stockholders. Each of the
Selling Stockholders agree to hold harmless the Company, each of its
directors, each of its officers who signs any registration statement and
each person, if any, who controls the Company within the meaning of the Act
from and against any and all losses, claims, damages, expenses or
liabilities, joint or several, to which they or any of them may become
subject under the Act or under any other statute or at common law or
otherwise, and, except and hereinafter provided, will reimburse the
Company, each of its directors, each such officer and each such controlling
person, if any, for legal or other expenses reasonably incurred by them or
any of them in connection with investigating or defending any actions,
whether or not resulting in any liability, insofar as such losses, claims,
damages, expenses, liabilities, or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, any prospectus contained therein
or any amendments or supplements thereto (hereinafter referred to as the
"Registration Statement"), or any state securities laws applications
(hereinafter referred to as the "State Securities Laws Applications"), or
arise out of or are based upon the omission or alleged ommission to state
therein a material fact required to be stated therein or necessary in order
to make the statements therein not misleading, to the extent such untrue
statement or omission was made in such Registration Statement or State
Securites Laws Applications in reliance upon and in conformity with written
information furnished to the Company by such Selling Stockholder
(including, without limitation, information incorporated by reference by
such Selling Stockholder in such Registration Statement or State Securities
Laws Applications) specifically for use therein.
Section 6.02 Indemnification by the Company. The Company will
indemnify and hold harmless the Selling Stockholders, each of their
directors, each of its officers who signs any registration statement and
each person, if any, who controls a Selling Stockholder within the meaning
of the Act, from and against any and all losses, claims, damages, expenses
or liabilities, joint or several, to which the Selling Stockholder or any
such person may become subject under the Act or under any other statute or
at common law or otherwise, and, except as hereinafter provided, will
reimburse the Selling Stockholder and each such controlling person, if any,
for legal and other expenses reasonably incurred by such Selling
Stockholder or any such controlling person in connection with investigating
or defending any actions, whether or not resulting in any liability,
insofar at such losses, claims, damages, expenses, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
State Securities Laws Applications, or arise out of or are based upon the
omission or alleged
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<PAGE>
omission to state therein a material fact required to be stated therein or
necessary in order to make the statement therein not misleading, to the
extent such untrue statement or omission was made in the Registration
Statement or the State Securities Laws Applications in reliance upon and in
conformity with information furnished by the Company (including, without
limitation, information incorporated by reference by the Company in such
Registration Statement or State Securities Laws Applications) in connection
therewith for use therein.
6.03 Defense of Claims. If any action or claim shall be brought or
asserted against an indemnified party or parties (the "Indemnified Party")
under this Section VI in respect of which indemnity may be sought from an
indemnifying party or parties (the "Indemnifying Party") under this Section
VI (a "Claim"), the Indemnified Party shall immediately give prompt written
notice of the Claim to the Indemnifying Party, who shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all expenses; except that any delay or
failure to so notify the Indemnifying Party shall only relieve the
Indemnifying Party of their obligations hereunder to the extent, if at all,
that they are prejudiced by reason of such delay or failure. The
Indemnified Party shall have the right to employ separate counsel and
participate in the defense of the Claim, but the fees and expenses of such
counsel shall be at the expense of the Indemnified Party. In the event that
the Indemnifying Party, within a reasonable time after notice of the Claim,
fails to assume the defense thereof, the Indemnified Party shall have the
right to undertake the defense, compromise or settlement of the Claim for
the account of the Indemnifying Party at the expense of the Indemnifying
Party; subject, however, to the right of the Indemnifying Party to assume
the defense of the Claim with counsel reasonably satisfactory to the
Indemnified Party at any time prior to the settlement, compromise or final
determination thereof. Anything in this Section 6 to the contrary
notwithstanding, the Indemnifying Party shall not, without the Indemnified
Party's prior written consent, settle or compromise any Claim or consent to
the entry of any judgment with respect to any Claim for anything other than
money damages paid by the indemnifying Party that would have any adverse
affect on the Indemnified Party.
SECTION VII
MISCELLANEOUS
7.01 Any notice, communication, request, reply or advice
(hereinafter called a "notice") in this Agreement provided or permitted to
be given or made by any party to another must be in writing and may be
given or served by depositing the same in the mail postage prepaid and
registered or certified with return receipt requested, or by delivering the
same in person to the person or entity to be notified. Notice deposited in
the mail in the manner hereinabove described shall be effective 48 hours
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<PAGE>
after such deposit, and notice delivered in person shall be effective at
the time of delivery. For purposes of notice, the addresses of the parties
shall, until changed as hereinafter provided, be as follows:
(a) If to the Company:
Melamine Chemicals, Inc.
Highway 18 West
Donaldsonville, Louisiana 70346
With a copy to:
L. R. McMillan, II
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre
201 St. Charles Avenue, 51st Floor
New Orleans, Louisiana 70170
or at such other address as the Company may have advised each of the Selling
Stockholders in writing; and
(b) If to Ashland
Ashland Oil, Inc.
P.O. Box 391
Ashland, Kentucky 41114
Attn: General Counsel
With a copy to:
Scotty B. Patrick
Ashland Chemical Company
5200 Blazer Pkwy.
Dublin, Ohio 43017
or at such other address as Ashland may have advised the Company in writing.
(c) If to First Mississippi
First Mississippi Corporation
700 North Street
Jackson, Mississippi 39215-1249
With a copy to:
Alfred L. Price
First Mississippi Corporation
700 North Street
Jackson, Mississippi 39215-1249
or at such other address as First Mississippi may have advised the Company in
writing.
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<PAGE>
7.02 It is the intention of the parties hereto that the internal
laws of Louisiana applicable to contracts made and to be performed wholly
within such state shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties
of the parties.
7.03 Section and other headings contained in this Agreement are
for reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.04 The failure by the Company, Ashland or First Mississippi to
enforce any of their respective rights hereunder shall not be deemed a
waiver of such rights, unless such waiver is an express written waiver
which has been signed by the waiving party. Waiver of any one breach shall
not be deemed to be a waiver of any other breach of the same or any other
provision hereof.
7.05 This Agreement shall not be assignable by any of the parties
hereto, except to an affiliated party, without the prior written consent of
the other party, and any attempted assignment without such consent shall be
null and void AB INITIO. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns.
7.06 This Agreement constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter
hereof, and there are no agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth
herein or herein provided for, all prior agreements and understandings
being superseded hereby.
7.07 This Agreement may be executed in one or more counterparts
with the same effect as if all parties hereto had signed the same document.
All counterparts so executed and delivered shall be deemed to be an
original, shall be construed together and shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
MELAMINE CHEMICALS, INC.
By: /s/ Roger E. Thomas
------------------------------
Roger E. Thomas,
President
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<PAGE>
ASHLAND OIL, INC.
By: /s/ Marvin Quin
-----------------------------
Marvin Quin, its Treasurer
FIRST MISSISSIPPI CORPORATION
By:
------------------------------
-----------------. its
-------------------------
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<PAGE>
ASHLAND OIL, INC.
By:
-----------------------------
Marvin Quin, its Treasurer
FIRST MISSISSIPPI CORPORATION
By: /s/ R. M. Summerford
------------------------------
R. M. Summerford. its
Vice President
10-
Exhibit 99.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement made and entered into
this 30th day of August 1989, by and between Ashland Oil, Inc., a Kentucky
corporation, 1000 Ashland Drive, Russell, Kentucky ("Ashland") and Ashland
Chemical, Inc., an Ohio corporation, 5200 Blazer Parkway, Dublin, Ohio
("ACI").
WITNESSETH:
WHEREAS, in connection with a public offering of stock of Melamine
Chemicals, Inc. ("Melamine"), First Mississippi Corporation ("FMC"),
Ashland and Melamine entered into a Registration Rights Agreement dated
August 7, 1987 (the "Rights Agreement") concerning any future public
offerings of Melamine's stock held by Ashland or FMC:
WHEREAS, Ashland and some of its subsidiaries are currently
engaged in a restructuring program which is intended, INTER ALIA, to group
these subsidiaries by lines of business;
WHEREAS, as part of that restructuring, Ashland has decided to
transfer its ownership in Melamine to ACI; and
WHEREAS, Ashland has transferred its 1,275,000 shares in Melamine
to ACI and in connection therewith desires to transfer its rights,
privileges, duties and obligations under the Rights Agreement to ACI;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Ashland and
ACI agree as follows:
1. Ashland hereby assigns and transfers to ACI, its successors and
assigns, and ACI hereby accepts, any and all of Ashland's rights,
privileges and interest in and to the Rights Agreement.
2. Ashland hereby delegates to ACI and ACI hereby assumes, any and
all duties, obligations and liabilities of Ashland under the Rights
Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands on
the day and year first above written.
ATTEST: ASHLAND OIL, INC.
/s/ T. Cody Wales /s/ Thomas L. Feazell
- ----------------------- ----------------------
T. Cody Wales Thomas L. Feazell
Assistant Secretary Administrative Vice President
ATTEST: ASHLAND CHEMICAL, INC.
/s/ R. G. O'Brien /s/ Thomas L. Feazell
- ----------------------- ----------------------
R. G. O'Brien Thomas L. Feazell
Assistant Secretary Administrative Vice President
