<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, 1996
[ ] 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)
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INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Statements of Financial Condition as of June 30, 1996 and 1995...............3
Statements of Income and Changes in Plan Equity for the year
ended June 30, 1996 and June 30, 1995.......................................4
Notes to Financial Statements................................................5
Schedule II: Allocation of Plan Assets and Liabilities to
Investment Programs as of June 30, 1996 and 1995...........................11
Schedule III: Allocation of Plan Income and Changes in Plan
Equity to Investment Programs for the year ended June 30, 1996
and June 30, 1995..........................................................13
2
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MELAMINE CHEMICALS, INC.
EMPLOYEE 401(K) THRIFT PLAN
Statements of Financial Condition
June 30, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Assets 1996 1995
- ------------------------------------- ------------ -----------
<S> <C> <C>
Cash $ 17,819 $ 8,799
Group annuity contract, at
current value 3,495,212 2,829,125
Certificate of Deposit Fund 930,775 833,581
Common stock of Melamine
Chemicals, Inc., at market
value- 65,830 shares (cost -
$522,375) at 1996 and 60,021
shares (cost $455,424) at 1995 601,028 540,189
Loans to participants (Note 2) 480,281 451,690
Accrued employer contributions 2,328 11,138
Accrued employee contributions 5,859 25,098
Accrued interest and dividends 1,108 147
Other accruals (5,626) 5,893
----------- -----------
$ 5,528,784 $ 4,705,660
=========== ===========
Liabilities and Plan Equity
Plan equity 5,528,784 4,705,660
----------- -----------
$ 5,528,784 $ 4,705,660
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
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MELAMINE CHEMICALS, INC.
EMPLOYEE 401(K) THRIFT PLAN
Statements of Income and Changes in Plan Equity
June 30, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
----------- -----------
Additions:
<S> <C> <C>
Interest income $ 208,726 $ 183,850
Unrealized appreciation
(depreciation) of assets (Note 3) 157,380 171,559
Realized appreciation (depreciation) 10,436 38,019
Employer contributions 166,235 152,626
Employee contributions 365,546 329,317
Accruals 1,110 7,608
Miscellaneous 0 8,824
----------- -----------
Total Additions 909,433 891,803
Deductions:
Withdrawals (86,309) (43,306)
-----------
Net additions and other
changes in plan equity
for the period 823,124 848,497
Plan equity at beginning of
the period 4,705,660 3,857,163
----------- -----------
Plan equity at end of period $ 5,528,784 $ 4,705,660
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
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MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Notes to Financial Statements
Year Ended June 30, 1996 and 1995
(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 Bank One, Louisiana, N.A. (trustee), the
trustee maintains a trust fund on behalf of the Plan. Premier Bank,
N.A. served as Trustee prior to its merger with Bank One, Louisiana
N.A. on January 2, 1996. 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). AEGON USA, Inc. is administering all funds except the
Company Stock Fund, Participant Loan Fund and the Certificate of
Deposit Fund 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.
(Continued)
5
<PAGE> 6
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Notes to Financial Statements
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 Trustee which, for Melamine
Chemicals, Inc. common stock, is based upon the closing sales price
at June 30, 1996.
The number of participants by fund at June 30, 1996, was as follows:
Number of
Fund Participants
---- ------------
A 42
B 38
C 14
D 49
E 19
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, 1996, numbered 85.
(Continued)
6
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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 Bank One 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, 1996, and
1995 and the related changes during the year ended June 30, 1996,
and 1995 were as follows:
<TABLE>
<CAPTION>
Company
Equity Stock
Fund Fund
-------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net unrealized appreciation
(depreciation) at
beginning of period $120,112 $ 38,608 $ 86,395 $ (3,660)
Net unrealized appreciation
(depreciation) during
the period 163,501 81,504 (6,121) 90,055
-------- -------- -------- --------
Net unrealized appreciation
(depreciation) at end of
period $283,613 $120,112 $ 80,224 $ 86,395
======== ======== ======== ========
</TABLE>
(4) Federal Income Taxes
The Company has received a favorable determination letter on March
26, 1996, 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
The Company has entered into a contract with Mutual Life Insurance
Company of New York (MONY). The contract provides for two investment
options; (1) Guaranteed Fixed Fund and (2) Equity 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. The Company has a contract with AEGON USA,
Inc. The investment options are 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.
10
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Schedule II
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>
Cash $ --- --- 8,218 541 40 8,799
Group annuity contract, at
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
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Schedule II
MELAMINE CHEMICALS, INC.
EMPLOYEE 401 (K) THRIFT PLAN
Allocation of Plan Assets and Liabilities to Investment Program
June 30, 1996
(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 $ 5,400 5,520 6,827 57 15 17,819
Group annuity contract, at
current value (Note 6) 2,141,940 1,353,272 --- --- --- 3,495,212
Certificate of Deposit Fund --- --- --- --- 930,775 930,775
Common stock of Melamine
Chemicals, Inc., at market
value - 65,830 shares
(cost - $522,375) --- --- 601,028 --- --- 601,028
Loans to participants (Note 2) --- --- --- 480,281 --- 480,281
Receivable from (payable to)
other funds 26,331 (26,328) (3) --- ---
Accrued employer contributions --- --- --- --- 2,328 2,328
Accrued employee contributions --- --- --- --- 5,859 5,859
Accrued interest and dividends 45 18 9 --- 1,036 1,108
Other accruals (1) --- (6,826) (58) 1,259 (5,626)
---------- --------- ------- ------- ------- ---------
$2,173,715 1,332,482 601,035 480,280 941,272 5,528,784
========== ========= ======= ======= ======= =========
Liabilities and Plan Equity
Plan Equity $2,173,715 1,332,482 601,035 480,280 941,272 5,528,784
========== ========= ======= ======= ======= =========
$2,173,715 1,332,482 601,035 480,280 941,272 5,528,784
========== ========= ======= ======= ======= =========
Number of units outstanding 2,141,940 26,444 65,830 9,297
========== ========= ======= =======
Plan equity per unit $ 1.01 50.39 9.13 101.24
========== ========= ======= =======
</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
Assets 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
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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, 1996
(Unaudited)
<TABLE>
<CAPTION>
Government Company
Fixed Equity Stock Loan
Assets Fund Fund Fund Fund CD Fund Total
------ ---- ---- ---- ---- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Additions:
Interest Income $ 121,677 68 173 35,997 50,811 208,726
Unrealized appreciation
(depreciation) of assets
(Note 3) --- 163,501 (6,121) --- --- 157,380
Realized appreciation (depreciation) --- --- 10,436 --- --- 10,436
Employer contributions 74,203 37,572 28,224 --- 26,236 166,235
Employee contributions 172,022 87,229 45,348 --- 60,947 365,546
Accruals 45 18 9 --- 1,038 1,110
Loan Repayments 143,222 35,982 14,665 (231,458) 37,589 ---
---------- --------- ------- -------- ------- ---------
Total additions $ 511,169 324,370 92,734 (195,461) 176,621 909,433
Deductions:
Withdrawals (58,901) (3,408) --- --- (24,000) (86,309)
Transfers between funds (322,251) 399,780 (23,337) (35,868) (18,324) ---
New Loans (193,387) (23,198) (8,598) 259,866 (34,683) ---
---------- --------- ------- -------- ------- ---------
Net additions and other changes
in plan equity for the period (63,370) 697,544 60,799 28,537 99,614 823,124
Plan equity at June 30, 1995 $2,237,085 634,938 540,236 451,743 841,658 4,705,660
---------- --------- ------- -------- ------- ---------
Plan equity at June 30, 1996 $2,173,715 1,332,482 601,035 480,280 941,272 5,528,784
========== ========= ======= ======== ======= =========
</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 26, 1996 By: /s/ K. Michael Fowler
--------------------------- ---------------------------
Title: Member, Thrift Committee
15
