MELAMINE CHEMICALS INC
8-K, 1997-08-28
INDUSTRIAL INORGANIC CHEMICALS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)         AUGUST 26, 1997
                                                 -----------------------------



                            MELAMINE CHEMICALS, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                           <C>                      <C>
          DELAWARE                    0-16032                   64-0475913
- -----------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number) (IRS Employer Identification
      of incorporation)                                             No.)
</TABLE>



         HIGHWAY 18 WEST
   DONALDSONVILLE, LOUISIANA                                      70346
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICER)                        (ZIP CODE)




Registrant's telephone number, including area code        (504) 473-3121
                                                   ----------------------------






<PAGE>   2



ITEM 5.  OTHER EVENTS

     On August 26, 1997, the Registrant issued the press release filed herewith
as Exhibit 99.


ITEM 7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

     Exhibits.

     99.  Press release dated August 26, 1997.



<PAGE>   3



                                   SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     MELAMINE CHEMICALS, INC.



Date:  August 26, 1997               /s/ Wayne D. DeLeo
                                     ----------------------------------------
                                     Wayne D. DeLeo
                                     Vice President & Chief Financial Officer


<PAGE>   4



                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit                                                         
  No.                                 Exhibit        
- -------            --------------------------------------------------
    <S>            <C>                                       
    99             Press Release dated August 26, 1997          
</TABLE>





<PAGE>   1
                                                                          EX 99



For: MELAMINE CHEMICALS, INC.              Contact: RON COMO & ASSOCIATES, INC.
     P.O. Box 748                                   74 Trinity Place
     Donaldsonville, LA  70346                      New York, NY  10006
     Fred Huber, President & CEO                    Telephone:  (212) 227-3010
     Wayne D. DeLeo, Vice President & CFO
     Telephone:  (504) 473-3121                     August 26, 1997
                                                    Immediate Release





DONALDSONVILLE, LOUISIANA, AUGUST 26, 1997--On August 15, 1997, Melamine
Chemicals, Inc. (NASDAQ-MTWO) disclosed that it had received a revised offer
from Ashland Inc. to purchase the issued and outstanding shares of the Company
not owned by Ashland for $14.75 per share; the letter requested a response by
August 25, 1997. The Company announced today that it and its financial advisor,
Goldman, Sachs & Co. are continuing their review of Ashland's offer and other
available alternatives, including the sale of the Company to buyers other than
Ashland.

     Melamine Chemicals, Inc. is engaged in the production and marketing of
melamine. The Company is also active in the development of new melamine process
and application technology. The Company is one of only two producers of
melamine in North America and one of the three largest producers worldwide.




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