<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/X/ Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended June 30, 1995
/ / Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(k) THRIFT PLAN
(Full title of the plan)
MELAMINE CHEMICALS, INC
(Name of the issuer of the securities
held pursuant to the plan)
Highway 18 West
Donaldsonville, Louisiana 70346
(Address of principal executive office)
<PAGE> 2
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<S> <C>
Statements of Financial Condition as of June 30, 1995 and 1994 . . . . . . . . . . . . . . . 3
Statements of Income and Changes in Plan Equity for the year
ended June 30, 1995 and June 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Schedule II:Allocation of Plan Assets and Liabilities to
Investment Programs as of June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . 11
Schedule III:Allocation of Plan Income and Changes in Plan
Equity to Investment Programs for the year ended June 30, 1995
and June 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
2
<PAGE> 3
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(K) THRIFT PLAN
Statements of Financial Condition
June 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
Assets 1995 1994
- -------------------------------------- ------------- -----------
<S> <C> <C>
Cash $ 8,799 $ 39,056
Group annuity contract, at
current value 2,829,125 2,384,050
Certificate of Deposit Fund 833,581 740,341
Common stock of Melamine
Chemicals, Inc., at market
value - 60,021 shares (cost
$455,424) at 1995 and 46,656
shares (cost - $326,262) at 1994 540,189 279,649
Loans to participants (Note 2) 451,690 390,903
Accrued employer contributions 11,138 10,335
Accrued employee contributions 25,098 22,255
Accrued interest and dividends 147 78
Other accruals 5,893 (9,504)
------------- -----------
$ 4,705,660 $ 3,857.163
============= ===========
Liabilities and Plan Equity
Plan equity 4,705,660 3,857,163
------------- -----------
$ 4,705,660 $ 3,857,163
============= ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(K) THRIFT PLAN
Statements of Income and Changes in Plan Equity
June 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
-------------- ----------
<S> <C> <C>
Additions:
- ----------
Interest income $ 183,850 137,687
Unrealized appreciation
(depreciation) of assets (Note 3) 171,559 70,858
Realized appreciation (depreciation) 38,019 (18,142)
Employer contributions 152,626 140,721
Employee contributions 329,317 291,249
Accruals 7,608 (1,592)
Miscellaneous 8,824 ---
-------------- ----------
Total Additions 891,803 620,781
Deductions:
- -----------
Withdrawals (43,306) (222,914)
-------------- ----------
Net additions and other
changes in plan equity
for the period 848,497 397,867
Plan equity at beginning of
the period 3,857,163 3,459,296
-------------- ----------
Plan equity at end of period $ 4,705,660 $3,857,163
============== ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Notes to Financial Statements
Year Ended June 30, 1995 and 1994
(Unaudited)
(1) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the
accrual basis and present the equity available to participants in the
Melamine Chemicals, Inc. Employee 401 (K) Thrift Plan (The Plan) and
changes in equity of the Plan.
The Plan is administered by the Thrift Committee (a Committee of
three individuals appointed by the Melamine Chemicals, Inc. Board of
Directors).
(b) Investment in Trust Fund Managed by the Trustee
Under the terms of a trust agreement between Melamine Chemicals,
Inc. (The Company), and Premier Bank, N.A. (trustee), the trustee
maintains a trust fund on behalf of the Plan. The trust fund is
segregated into five investment funds as follows: (1) a Government
Fixed Fund (Fund A), (2) an Equity Fund (Fund B), (3) a Company Stock
Fund (Fund C), (4) a Participant Loan Fund (Fund D) and (5) a
Certificate of Deposit Fund (Fund E). Contributions allocated to the
Government Fixed and Equity Funds were invested in a contract with
Mutual Life Insurance Company of New York (MONY) through December 31,
1993. On January 1, 1994 MONY sold its pension operations to AEGON
USA, Inc. who is administering the funds through Diversified
Investment Advisors. Contributions allocated to the Company Stock
Fund are invested in the common stock of the Company. The Loan Fund
is used to maintain notes receivable from participants resulting from
loans. Contributions allocated to the Certificate of Deposit Fund
are managed by the First National Bank of Atlanta. Participants in
the Plan are permitted to direct the investment of both employee and
company contributions to the Plan in any of the funds available to
the Plan, except Fund D. Prior to April 1, 1988, all employer and
employee contributions were invested in
(Continued)
5
<PAGE> 6
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Notes to Financial Statements
a contract with Mutual of New York Life Insurance Company in either
the Guaranteed Income or Equity Funds. Melamine Chemicals, Inc.
common stock and investment in the Government Fixed and Equity Funds
are carried at current value in the accompanying statement of net
assets available for plan benefits. Current value is determined by
the Trust Department of Premier Bank, which, for Melamine Chemicals,
Inc. common stock, is based upon the closing sales price at June 30,
1995.
The number of participants by fund at June 30, 1995, was as follows:
<TABLE>
<CAPTION>
Number of
Fund Participants
---- ------------
<S> <C>
A 54
B 15
C 17
D 42
E 16
</TABLE>
Since, within certain limitations, investments may be made or held
simultaneously in more than one fund by an individual participant,
an individual may be included more than once in the above count.
The individual participants in the Plan at June 30, 1995, numbered
83.
(Continued)
6
<PAGE> 7
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Notes to Financial Statements
(2) Contributions and Benefits
The Plan is a contributory savings plan sponsored by the Company.
Employees who have completed one year of service with the Company
are eligible to participate in the plan. Participants may elect to
make tax- deferred contributions to the Plan of up to 16% of
compensation. The total amount of tax-deferred contributions is
limited by federal tax legislation. Additionally, the Company
matches 100% of the participant's contribution up to, but not
exceeding, 4% of such participant's compensation. Participants pay
no federal income tax on their tax-deferred contributions, on the
employer contributions, or on any earnings on their accounts, until
withdrawals or distributions are made from their accounts.
Subject to the break-in-service provisions of the Plan, a
participant becomes fully vested in their account balance derived
from Company matching contributions upon the earliest of the
following occurrences:
- Completion of five years of service
- Attainment of normal retirement age or early retirement date
- Death
- Total disability, as defined in the Plan
Participants are at all times fully vested in their account balance
derived from their own contributions, including any earnings or
losses thereon.
Withdrawals of vested account balances by a participant prior to
retirement, death or disability are permitted if the participant
suffers financial hardship as defined by the Plan.
(Continued)
7
<PAGE> 8
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Notes to Financial Statements
A participant may elect an immediate distribution of the vested
portions of employee and company contributions, plus income and
earnings thereon, as soon as practicable following termination of
employment. If an immediate distribution is not requested by the
participant upon termination, benefits shall be paid, or commence
upon such participant's normal or early retirement date, subject to
the death benefit provision which provides for a single lump sum
distribution upon a participant's death. Upon termination, other
than described above, the non-vested employer contributions and
earnings are forfeited by participants and such amounts reduce
employer contributions under the Plan.
A participant may borrow from the vested portions of their account
balance subject to several specific rules as defined by the Plan. No
loan from the Plan may be in excess of the lesser of i) $50,000
reduced by the participant's highest outstanding loan balance during
the preceding twelve-month period or ii) one half the participant's
vested interest in the Plan. No loan may be for less than $1,000.
The term of the loan shall not exceed 5 years unless the loan is to
be used to purchase the participant's principal residence, in which
case, the term of the loan may be 10 years. The annual loan
interest rate shall be determined by the Thrift Committee, but in no
instance should be more than the Premier Bank Certificate of Deposit
rate plus 2%. Participants borrow from their Government Fixed Fund
balances first and then their Equity, Certificate of Deposit and
Company Stock Fund balances. Only one loan may be outstanding at
one time. Loan repayments are automatically deducted from the
participant's paychecks and replenish the funds that current
contributions are being made to.
Each participant's account is credited with the participant's
contribution and an allocation of (a) the employer's contribution
and (b) Plan earnings. Earnings are allocated based upon the
participant's investment of his account balance in each of the
funds. Forfeitures of terminated participants' non-vested accounts
are used to reduce future employer contributions. The benefit to
which a participant is entitled is the benefit that can be provided
from the participant's account. The Plan document and subsequent
amendments more fully explain the details of the Plan and are made
available to Plan participants by the Plan administrator.
(Continued)
8
<PAGE> 9
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Notes to Financial Statements
(3) Net Unrealized Appreciation of Investments
Net unrealized appreciation of investments at June 30, 1995, and
1994 and the related changes during the year ended June 30, 1995,
and 1994 were as follows:
<TABLE>
<CAPTION>
Company
Equity Stock
Fund Fund
---------------------- ----------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net unrealized appreciation
(depreciation) at
beginning of period $ 38,608 $ 30,844 $ (3,660) $ (66,754)
Net unrealized appreciation
(depreciation) during
the period 81,504 7,764 90,055 63,094
--------- ---------- --------- ---------
Net unrealized appreciation
(depreciation) at end of
period $ 120,112 $ 38,608 $ 86,395 $ ( 3,660)
========= ========= ========= =========
</TABLE>
(4) Federal Income Taxes
The Company has received a favorable determination letter on
February 25, 1988 from the Internal Revenue Service stating that the
Plan qualifies under the provisions of Section 401(a) of the
Internal Revenue Code.
(5) Fees and Expenses
The Company, as the Plan's sponsor, has absorbed the cost of the
personnel required to maintain accounting records and allocate the
assets of the Plan to participants' accounts. Fees and expenses
paid by the Plan are generally reimbursed by the Company.
(Continued)
9
<PAGE> 10
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Notes to Financial Statements
(6) Contracts with Insurance Companies
As of July 1, 1985, the Company entered into a contract with Mutual
Life Insurance Company of New York (MONY). The contract provided
for two investment options; (1) Guaranteed Income Fund and (2)
Equity Fund. MONY guarantees that the interest will be credited to
the participants' accounts in the Guaranteed Income Fund at the rate
determined annually by MONY in accordance with the contract. On
February 19, 1992, the Guaranteed Income Fund was replaced with the
Government Fixed Fund. All previous deposits in the Guaranteed
Income Fund were transferred to the Government Fixed Fund.
Contributions allocated to the Equity Fund were invested in various
types of securities at the sole discretion of MONY, subject to
limitation by applicable state law. Participants' accounts are
expressed in terms of units which are valued based upon the fair
market value of the fund's assets at the valuation date. The dollar
value of a unit in the Equity Fund may increase or decrease and was
not guaranteed by MONY. On January 1, 1994 MONY'S pension operation
was sold to AEGON USA, Inc. and is now administered through
Diversified Investment Advisors (DIA).
(7) Plan Termination
The Board of Directors of the Company expects to continue the Plan
indefinitely; however, they reserve the right to amend, modify or
discontinue the plan at any time. In the event of Plan termination,
participants will become fully vested in their accounts.
(8) Investment Management Agreement
As of July 1, 1990, the company entered into an investment
management agreement with The First National Bank of Atlanta. The
agreement provides for an investment option in the Certificate of
Deposit Fund of the First Wachovia Diversified Funds for Retirement
Trusts. The fund is invested in large certificates of deposit
issued by federally insured banks, who have a Keefe Bruyette rating
of B or better. The fund is valued monthly. Unit value remains a
constant $100.
Schedule II
10
<PAGE> 11
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Allocation of Plan Assets and Liabilities to Investment Program
June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Government Company
Fixed Equity Stock Loan
Assets Fund Fund Fund Fund CD Fund Total
------ ---------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Cash $ --- --- 8,218 541 40 8,799
Group annuity contract, a
current value (Note 6) 2,205,325 623,800 --- --- --- 2,829,125
Certificate of Deposit Fund --- --- --- --- 833,581 833,581
Common stock of Melamine
Chemicals, Inc., at market
value - 60,021 shares
(cost - $455,424) --- --- 540,189 --- --- 540,189
Loans to participants (Note 2) --- --- --- 451,690 --- 451,690
Accrued employer contributions 7,288 1,820 --- --- 2,030 11,138
Accrued employee contributions 16,243 4,588 --- --- 4,267 25,098
Accrued interest and dividends 65 13 28 26 15 147
Other accruals 8,164 4,717 (8,199) (514) 1,725 5,893
---------- ------- ------- ------- ------- ---------
$2,237,085 634,938 540,236 451,743 841,658 4,705,660
========== ======= ======= ======= ======= =========
Liabilities and Plan Equity
- ---------------------------
Plan Equity $2,237,085 634,938 540,236 451,743 841,658 4,705,660
========== ======= ======= ======= ======= =========
$2,237,085 634,938 540,236 451,743 841,658 4,705,660
========== ======= ======= ======= ======= =========
Number of units outstanding 2,205,325 15,254 60,021 8,082
========== ======= ======= =======
Plan equity per unit $ 1.01 41.62 9.00 104.14
========== ======= ======= =======
</TABLE>
11
<PAGE> 12
Schedule II
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Allocation of Plan Assets and Liabilities to Investment Program
June 30, 1994
(Unaudited)
<TABLE>
<CAPTION>
Government Company
Fixed Equity Stock Loan
Assets Fund Fund Fund Fund CD Fund Total
------ ---------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Cash $ --- --- 6,181 25,967 6,908 39,056
Group annuity contract, at
current value (Note 6) 2,093,321 290,729 --- --- --- 2,384,050
Certificate of Deposit Fund --- --- --- --- 740,341 740,341
Common stock of Melamine
Chemicals, Inc., at market
value - 46,656 shares
(cost - $326,262) --- --- 279,649 --- --- 279,649
Loans to participants (Note 2) --- --- --- 390,903 --- 390,903
Receivable from (payable to)
other funds (4,271) 3,012 17 (160) 1,402 ---
Accrued loan payments 24,778 3,400 3,700 (34,993) 3,098 ---
Accrued employer contributions 6,796 1,386 --- --- 2,153 10,335
Accrued employee contributions 14,744 2,759 --- --- 4,752 22,255
Accrued interest and dividends 1 --- 4 56 17 78
Other accruals (3,124) 1 1,577 (7,315) (643) (9,504)
---------- ------- ------- ------- ------- ---------
$2,132,245 301,287 291,145 374,458 758,028 3,857,163
========== ======= ======= ======= ======= =========
Liabilities and Plan Equity
- ---------------------------
Plan Equity $2,132,245 301,287 291,145 374,458 758,028 3,857,163
========== ======= ======= ======= ======= =========
$2,132,245 301,287 291,145 374,458 758,028 3,857,163
========== ======= ======= ======= ======= =========
Number of units outstanding 2,093,321 8,145 46,656 7,449
========== ======= ======= =======
Plan equity per unit $ 1.02 36.99 6.24 101.76
========== ======= ======= =======
</TABLE>
12
<PAGE> 13
Schedule III
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(K) THRIFT PLAN
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
Year ended June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Government Company
Fixed Equity Stock Loan
Fund Fund Fund Fund CD Fund Total
---------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions:
- ----------
Interest Income $ 111,135 26 168 30,834 41,687 183,850
Unrealized appreciation
(depreciation) of assets
(Note 3) --- 81,504 90,055 --- --- 171,559
Realized appreciation (depreciation) --- 136 37,883 --- --- 38,019
Employer contributions 82,452 17,234 28,029 --- 24,911 152,626
Employee contributions 179,774 45,033 50,837 --- 53,673 329,317
Accruals 65 13 28 7,269 233 7,608
Miscellaneous --- --- --- 8,824 --- 8,824
Loan Repayments 103,137 22,151 23,740 (164,860) 15,832 ---
---------- ------- ------- ------- ------- ---------
Total additions $ 476,563 166,097 230,740 (117,933) 136,336 891,803
Deductions:
- -----------
Withdrawals (14,400) (1,826) (3,028) --- (24,052) (43,306)
Transfers between funds (191,783) 169,380 25,000 --- (2,597) ---
New loans (165,540) --- (3,621) 195,218 (26,057) ---
---------- ------- ------- ------- ------- ---------
Net additions and other changes
in plan equity for the period 104,840 333,651 249,091 77,285 83,630 848,497
Plan equity at June 30, 1994 $2,132,245 301,287 291,145 374,458 758,028 3,857,163
Plan equity at June 30, 1995 $2,237,085 634,938 540,236 451,743 841,658 4,705,660
</TABLE>
13
<PAGE> 14
Schedule III
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(K) THRIFT PLAN
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
Year ended June 30, 1994
(Unaudited)
<TABLE>
<CAPTION>
Government Company
Fixed Equity Stock Loan
Fund Fund Fund Fund CD Fund Total
---------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions:
- ----------
Interest Income $ 108,354 97 199 653 28,384 137,687
Unrealized appreciation
(depreciation) of assets
(Note 3) --- 7,764 63,094 --- --- 70,858
Realized appreciation (depreciation) --- --- (18,142) --- --- (18,142)
Employer contributions 74,006 15,654 25,288 --- 25,773 140,721
Employee contributions 164,479 28,698 42,984 --- 55,088 291,249
Accruals (896) (13) (32) (44) (607) (1,592)
---------- ------- ------- ------- ------- ---------
Total additions $ 345,943 52,200 113,391 609 108,638 620,781
Deductions:
Withdrawals (99,335) (49) (9,160) --- (114,370) (222,914)
Transfers between funds (102,593) 134,272 (3,122) 80,753 (109,310) ---
---------- ------- ------- ------- ------- ---------
Net additions and other changes
in plan equity for the period 144,015 186,423 101,109 81,362 (115,042) 397,867
Plan equity at June 30, 1993 $1,988,230 114,864 190,036 293,096 873,070 3,459,296
---------- ------- ------- ------- ------- ---------
Plan equity at June 30, 1994 $2,132,245 301,287 291,145 374,458 758,028 3,857,163
========== ======= ======= ======= ======= =========
</TABLE>
14
<PAGE> 15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Thrift Committee has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (k) THRIFT PLAN
Date: December 18, 1995 By: /s/ K. Michael Fowler
----------------------- ----------------------------------
Title: Member, Thrift Committee
15
