SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 3)
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
MELAMINE CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0475913
(State of incorporation or organization) (IRS EmployerIdentification No.)
Highway 18 West
Donaldsonville, Louisiana 70346
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the
Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
The undersigned registrant hereby further amends the
following items and exhibits of its Registration Statement
on Form 8-A, dated November 9, 1990, as amended by a Form 8
dated August 20, 1991 and a Form 8-A/A dated December 8,
1994 (as amended, the "Form 8-A"), in the manner set forth
below:
Item 1. Description of Securities To Be Registered.
On October 9, 1997, Melamine Chemicals, Inc. (the
"Company") entered into an Agreement and Plan of Merger by
and among Borden Chemical, Inc., MC Merger Corp., a wholly
owned subsidiary of Borden Chemical, Inc. (together,
"Borden"), and the Company (the "Merger Agreement"). On
October 9, 1997, prior to the execution of the Merger
Agreement, the Company adopted and executed the Third
Amendment (the "Third Amendment") and the Fourth Amendment
(the "Fourth Amendment") to the Company's Rights Agreement
dated November 5, 1990 (the "Rights Agreement") with
Wachovia Bank and Trust Company, N.A. (now Wachovia Bank,
N.A.) as Rights Agent (the "Rights Agent"), as previously
amended by instruments dated as of August 7, 1991 and August
3, 1994. The description of the Preferred Share Purchase
Rights contained in Item 1 of the Form 8-A is attached
hereto as Exhibit 1 and incorporated herein by reference.
The Third Amendment amends the Rights Agreement by
redefining the "Final Expiration Date" as November 15, 1998.
A copy of the Third Amendment is attached hereto as Exhibit
6 and incorporated herein by reference.
The Fourth Amendment amends the Rights Agreement by
exempting (1) the approval, execution, delivery, amendment
or consummation of any of the transactions contemplated by
the Merger Agreement, (2) the public announcement or making
of a tender offer (the "Tender Offer") by Borden for the
Common Shares of the Company, or the acceptance for purchase
of such shares thereunder, and (3) Borden and its affiliates
and associates, from the definitions of "Acquiring Person,"
"Beneficial Owner," and "Beneficially Owned" in the Rights
Agreement, and from the restrictions imposed by the Rights
Agreement on Acquiring Persons generally; and providing for
the Preferred Share Purchase Rights to expire immediately
prior to the acceptance for purchase of shares of Common
Stock by Borden pursuant to the Tender Offer. A copy of the
Fourth Amendment is attached hereto as Exhibit 6 and
incorporated herein by reference.
Item 2. Exhibits.
Exhibit Description
No.
(1) Item 1 of the Form 8-A.
(2) Rights Agreement, dated as of November 5, 1990
between the Company and Wachovia Bank and Trust
Company, N.A. as Rights Agent (the "Rights
Agreement") (Previously filed as Exhibit 1 to the
Form 8-A, and incorporated herein by reference).
(3) Amendment to the Rights Agreement dated August 7,
1991. (Previously filed as Exhibit 2 to an
amendment on Form 8 dated August 20, 1991 to the
Form 8-A and incorporated herein by reference).
(4) Second Amendment to the Rights Agreement dated
August 3, 1994 (Previously filed as Exhibit 4 to
an amendment on Form 8-A/A dated December 8, 1994
to the Form 8-A and incorporated herein by
reference).
(5) Third Amendment to the Rights Agreement dated
October 9, 1997.
(6) Fourth Amendment to the Rights Agreement dated
October 9, 1997.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this amendment to its registration statement on Form
8-A to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: October 14, 1997
MELAMINE CHEMICALS, INC.
By: /s/ Wayne D. DeLeo
------------------
Wayne D. DeLeo,
Vice President and
Chief Financial Officer
Exhibit 1
The description below is from the Form 8-A, dated November
9, 1990, as amended by a Form 8, dated August 20, 1991 and a
Form 8-A, dated December 8, 1994, and does not reflect
the amendments to the Rights Agreement effected on October
9, 1997 which are described in the amendment on Form 8-A/A
dated October 13, 1997.
Item 1. Description of Securities To Be Registered.
On November 5, 1990, the Board of Directors of
Melamine Chemicals, Inc. (the "Company") declared a dividend
of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company. The dividend was
paid on November 15, 1990 (the "Record Date") to the
stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-
hundredth of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred
Shares"), of the Company at a price of $30.00 per one one-
hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Wachovia Bank and Trust
Company, N.A., as Rights Agent (the "Rights Agent"), as
amended on August 7, 1991 and August 3, 1994.
Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of
affiliated or associated persons other than Ashland
Chemicals, Inc., First Mississippi Corporation, or any of
their affiliates or associates have acquired beneficial
ownership of 10% or more of the outstanding Common Shares,
(ii) 10 days following a public announcement that Ashland
Chemicals, Inc., First Mississippi Corporation, or any of
their affiliates or associates has acquired beneficial
ownership of any Common Shares in addition to those owned by
such parties as of the adoption of the Rights Agreement (any
such person or group in foregoing clauses (i) or (ii), an
"Acquiring Person"), or (iii) 10 business days (or such
later date as may be determined by action of the Board of
Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following
the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person
or group of 10% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of
the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of the
Summary of Rights attached thereto.
The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of
the Rights), the Rights will be transferred with and only
with the Common Shares. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common
Share certificates issued after the Record Date upon
transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record
Date, even without such notation or a copy of the Summary of
Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed
to holders of record of the Common Shares as of the close of
business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the
Distribution Date. The Rights will expire on November 15,
1997 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as
described below.
The Purchase Price payable, and the number of
Preferred Shares or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the
grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at
a price, or securities convertible into Preferred Shares
with a conversion price, less than the then-current market
price of the Preferred Shares or (iii) upon the distribution
to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or
dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of
one one-hundredths of a Preferred Share issuable upon
exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the
Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend
payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common
Share. In the event of liquidation, the holders of the
Preferred Shares will be entitled to a minimum preferential
liquidation payment of $100 per share but will be entitled
to an aggregate payment of 100 times the payment made per
Common Share. Each Preferred Share will have 100 votes,
voting together with the Common Shares. Finally, in the
event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Preferred Share will
be entitled to receive 100 times the amount received per
Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of the
one one-hundredth interest in a Preferred Share purchasable
upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a
merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold,
proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring
company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the
Right.
At any time after any Person becomes an Acquiring
Person and prior to the acquisition by such person or group
of 50% or more of the outstanding Common Shares, the Board
of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of
one Common Share, or one one-hundredth of a Preferred Share
(or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth
of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day
prior to the date of exercise.
At any time prior to any person or group of
affiliated or associated persons becoming an Acquiring
Person, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time on such basis with such
conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the
Board of Directors of the company without the consent of the
holders of the Rights, except that from and after such time
as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to
receive dividends.
The Rights have certain anti-takeover effects.
The Rights will cause substantial dilution to a person or
group that attempts to acquire the Company on terms not
approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of
Rights being acquired. The Rights should not interfere with
any merger or other business combination approved by the
Board of Directors since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a
person or group becomes an Acquiring Person.
The Rights Agreement, dated as of November 5, 1990
between the Company and Wachovia Bank and Trust Company,
N.A., as Rights Agent, specifying the terms of the Rights
and including the form of the Certificate of Designation,
Preferences and Rights setting forth the terms of the
Preferred Shares as an exhibit thereto and the form of press
release announcing the declaration of the Rights were
attached as exhibits to the Registrant's Form 8-A, which is
amended hereby, and are incorporated herein by reference.
The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
Exhibit 5
THIRD AMENDMENT TO
RIGHTS AGREEMENT
This Third Amendment to Rights Agreement by and between
Melamine Chemicals, Inc., a Delaware corporation (the
"Company"), and Wachovia Bank, N.A. (formerly Wachovia Bank
and Trust Company, N.A.) (the "Rights Agent") is entered
into as of October 9, 1997.
W I T N E S S E T H:
WHEREAS, on November 5, 1990, the Board of Directors of
the Company authorized the issuance and declared a dividend
of one right (a "Right") for each share of common stock, par
value $.01 per share, of the Company outstanding as of the
close of business on November 15, 1990, with each Right
representing the right to purchase 1/100 of a share of
Series A Junior Participating Preferred Stock, par value
$1.00 per share, of the Company;
WHEREAS, the Board of Directors of the Company further
authorized the issuance of one Right with respect to each
share of common stock of the Company that shall become
outstanding between November 15, 1990 and the earliest of
the Distribution Date, the Redemption Date and the Final
Expiration Date, as defined in that certain Rights Agreement
(the "Rights Agreement"), dated as of November 5, 1990
between the Company and the Rights Agent;
WHEREAS, Section 7 of the Rights Agreement originally
defined "Final Expiration Date" as the "close of business on
November 15, 1991;"
WHEREAS, Section 27 of the Rights Agreement provides,
in part, that the Company and the Rights Agent may, without
the approval of, or notice to, the holders of the Rights,
amend or supplement the Rights Agreement to make any
provision with respect to the Rights that the Company deems
necessary or desirable;
WHEREAS, pursuant to Section 27 of the Rights
Agreement, on August 7, 1991, the Company and the Rights
Agent amended Section 7 of the Rights Agreement to extend
the Final Expiration Date to the close of business on
November 15, 1994;
WHEREAS, pursuant to Section 27 of the Rights
Agreement, on August 3, 1994, the Company and the Rights
Agent amended Section 7 of the Rights Agreement to extend
the Final Expiration Date to the close of business on
November 15, 1997; and
WHEREAS, pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent desire to
further amend and modify the Rights Agreement to extend
further the effective term of the Rights Agreement by
defining the Final Expiration Date as of the close of
business on November 15, 1998;
NOW THEREFORE, in consideration of the foregoing, the
parties hereto agree as follows:
1. The definition of Final Expiration Date as set
forth in Section 7(a)(i) of the Rights Agreement, as
amended, is hereby amended to read in its entirety as
follows:
"(i) the close of business on November 15,
1998 (the "Final Expiration Date")"
2. Except as expressly set forth herein, this Third
Amendment to Rights Agreement shall not be implication or
otherwise alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreement
contained in the Rights Agreement, as heretofore amended,
all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
IN WITNESS WHEREAS, the parties hereto have caused this
Third Amendment to Rights Agreement to be executed by their
respective proper and duly authorized officers as of the
date first above written.
ATTEST: MELAMINE CHEMICALS, INC.
BY: /s/ Wayne D. DeLeo BY: /s/ Frederic R. Huber
------------------------- ---------------------
Wayne D. DeLeo, Vice President Frederic R. Huber
and Chief Financial Officer President
ATTEST: WACHOVIA BANK,N.A.
BY: /s/ Darrell V. Milton BY: /s/ Molly A. Long
------------------------- ---------------------------
Name: Darrell V. Milton Name: Molly A. Long
Title: Assistant Secretary Title: Senior Vice President
Exhibit 6
FOURTH AMENDMENT TO
RIGHTS AGREEMENT
AMENDMENT, dated and effective as of October 9,
1997, to the Rights Agreement, dated as of November 5,
1990 (the "Rights Agreement"), between Melamine
Chemicals, Inc., a Delaware corporation (the "Company"),
and Wachovia Bank and Trust Company, N.A. (now Wachovia
Bank, N.A.) (the "Rights Agent"), as heretofore amended
by an Amendment to Rights Agreement, dated as of August
7, 1991, between the Company and the Rights Agent (the
"First Amendment"), a Second Amendment to Rights
Agreement, dated as of August 3, 1994, between the
Company and the Rights Agent (the "Second Amendment"),
and a Third Amendment to Rights Agreement, dated as of
October 9, 1997, between the Company and the Rights Agent
(the "Third Amendment"),
W I T N E S S E T H:
WHEREAS, on November 5, 1990, the Board of Directors
of the Company authorized the issuance and declared a
dividend of one right (a "Right") for each share of
common stock, par value $.01 per share of the Company
outstanding as of the close of business on November 15,
1990, with each Right representing the right to purchase
1/100 of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share, of the
Company;
WHEREAS, the Board of Directors of the Company
further authorized the issuance of one Right with respect
to each share of common stock of the Company that shall
become outstanding between November 15, 1990 and the
earliest of the Distribution Date, the Redemption Date
and the Final Expiration Date, as defined in the Rights
Agreement;
WHEREAS, Section 7 of the Rights Agreement as
heretofore amended defines Final Expiration Date as the
"close of business on November 15, 1998;"
WHEREAS, Section 27 of the Rights Agreement
provides, in part, that the Company and the Rights Agent
may, without the approval of, or notice to, the holders
of the Rights, amend or supplement the Rights Agreement
to make any provision with respect to the Rights that the
Company deems necessary or desirable; and
WHEREAS, the Company and the Rights Agent desire to
further amend and modify the Rights Agreement in certain
respects.
NOW THEREFORE, in consideration of the foregoing
premises and mutual agreements set forth in the Rights
Agreement as heretofore amended and this Fourth
Amendment, the parties hereby agree as follows:
1. The Rights Agreement, as heretofore amended, is
hereby further modified and amended by deleting the first
sentence of paragraph (a) of Section 1 and substituting
therefor the following:
(a) "Acquiring Person" shall mean any
Person (as such term is hereinafter defined)
who or which, together with all Affiliates and
Associates (as such terms are hereinafter
defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter
defined) of 10% or more of the Common Shares of
the Company then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary
(as such term is hereinafter defined) of the
Company, (iii) any employee benefit plan of the
Company or any Subsidiary of the Company, (iv)
any entity holding Common Shares for or
pursuant to the terms of any such plan, (v)
Ashland Chemical, Inc., ChemFirst, Inc., as
successor to First Mississippi Corporation, or
any Affiliate or Associate of either Ashland
Chemical, Inc. or ChemFirst, Inc. (each of the
foregoing in this clause (v), an "Exempted
Person"), unless such Exempted Person shall
acquire additional Common Shares after the date
hereof, or (vi) Borden Chemical, Inc. or its
Subsidiaries, Affiliates or Associates
(hereinafter, collectively, "Borden").
2. The Rights Agreement, as heretofore amended, is
hereby further modified and amended by adding an
additional paragraph at the end of the definition of the
terms "Beneficial Owner" and "beneficially own" in
paragraph (c) of Section 1 reading as follows:
Notwithstanding anything in this definition of
Beneficial Owner and Beneficial Ownership to
the contrary, Borden shall not be deemed to be
the Beneficial Owner of, nor to beneficially
own, any of the Common Shares of the Company
solely by reason of the approval, execution or
delivery by any party thereto, or by reason of
the amendment or consummation of any of the
transactions contemplated by (A) the Agreement
and Plan of Merger by and among Borden
Chemical, Inc., MC Merger Corp., and Melamine
Chemicals, Inc. dated and effective as of
October 9, 1997 (the "Merger Agreement"), or
(B) the Tender Agreement dated October 9, 1997
by and among Borden Chemical, Inc., MC Merger
Corp., and ChemFirst, Inc. (the "Tender
Agreement").
3. The Rights Agreement, as heretofore amended, is
hereby further modified and amended by deleting the first
sentence of paragraph (a) of Section 3 of the Rights
Agreement and substituting therefor the following:
(a) Until the earlier of (i) the tenth day
after the Shares Acquisition Date or (ii) the
tenth business day (or such later date as may
be determined by action of the Board of
Directors prior to such time as any Person
becomes an Acquiring Person) after the date of
the commencement by any Person (other than (i)
the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the
Company or of any Subsidiary of the Company,
(iv) any entity holding Common Shares for or
pursuant to the terms of any such plan or (v)
Borden) of, or of the first public announcement
of the intention of any Person (other than (i)
the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the
Company or of any Subsidiary of the Company,
(iv) any entity holding Common Shares for or
pursuant to the terms of any such plan or (v)
Borden) to commence, a tender or exchange offer
the consummation of which would result in any
Person becoming the Beneficial Owner of Common
Shares aggregating 10% or more of the then
outstanding Common Shares (including any such
date which is after the date of this Agreement
and prior to the issuance of the Rights; the
earlier of such dates being herein referred to
as the "Distribution Date"), (x) the Rights
will be evidenced (subject to the provisions of
Section 3(b) hereof) by the certificates for
Common Shares registered in the names of the
holders thereof (which certificates shall also
be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the right
to receive Right Certificates will be
transferable only in connection with the
transfer of Common Shares.
4. The Rights Agreement, as heretofore amended, is
hereby further modified and amended by deleting paragraph
(a) of Section 7 and substituting therefor the following:
(a) The registered holder of any Right
Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein)
in whole or part at any time after the
Distribution Date upon surrender of the Right
Certificate, with the form of election to
purchase on the reverse side thereof duly
executed, to the Rights Agent at the principal
office of the Rights Agent, together with
payment of the Purchase Price for each one one-
hundredth of a Preferred Share as to which the
Rights are exercised, at or prior to the
earliest of (i) the close of business on
November 15, 1998 (the "Final Expiration
Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the
"Redemption Date"), (iii) the time at which
such rights are exchanged as provided in
Section 24 hereof, or (iv) immediately prior to
the acceptance for purchase of Common Shares by
Borden pursuant to the Offer (as such term is
defined in the Merger Agreement).
5. The Rights Agreement, as heretofore amended, is
hereby further amended by adding the following new
Section 34 at the end:
Section 34. Borden Transaction.
Notwithstanding anything in this Agreement to
the contrary, neither (a) the approval,
execution, delivery, amendment or consummation
of any of the transactions contemplated by the
Merger Agreement or the Tender Agreement or
(b) the public announcement or making of a
tender offer by Borden for Common Shares of the
Company, or the acceptance for purchase of such
shares thereunder, shall cause (i) Borden to
become an Acquiring Person, (ii) a Shares
Acquisition Date to occur, or (iii) a
Distribution Date to occur. Any Distribution
Date that might or could otherwise occur under
this Agreement shall be indefinitely deferred
until such time as the Board of Directors may
otherwise determine.
6. This Fourth Amendment to the Rights Agreement
shall be governed by and construed in accordance with the
internal laws of the State of Delaware.
7. This Fourth Amendment to the Rights Agreement
may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together
constitute but one and the same instrument.
8. Except as expressly set forth herein, this
Fourth Amendment to the Rights Agreement shall not by
implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Rights
Agreement, as heretofore amended, all of which are
ratified and affirmed in all respects and shall continue
in full force and effect.
IN WITNESS WHEREAS, the parties hereto have caused
this Fourth Amendment to the Rights Agreement to be
executed by their respective proper and duly authorized
officers, as of the date first above written.
ATTEST: MELAMINE CHEMICALS, INC.
By: /s/ Wayne D. DeLeo By: /s/ Frederic R. Huber
------------------------- --------------------------
Wayne D. DeLeo, Vice President Frederic R.Huber
and Chief Financial Officer President
ATTEST: WACHOVIA BANK, N.A.
By: /s/ Darrell V. Milton By: /s/ Molly A. Long
--------------------- -----------------
Name: Darrell V. Milton Name: Molly A. Long
Title: Assistant Secretary Title: Senior Vice President
