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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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MELAMINE CHEMICALS, INC.
(Name of Subject Company)
BORDEN, INC.
BORDEN CHEMICAL, INC.
MC MERGER CORP.
(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
585332
(CUSIP Number of Class of Securities)
LAWRENCE L. DIEKER, ESQ.
BORDEN CHEMICAL, INC.
180 EAST BROAD STREET
COLUMBUS, OH 43215
TELEPHONE: (614) 225-4313
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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COPIES TO:
DAVID J. SORKIN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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CUSIP NO. 585332109
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1. NAMES OF REPORTING PERSONS: MC MERGER CORP.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 52-2059331
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IF REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,627,934
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES / /
CERTAIN SHARES
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
10. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 585332109
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1. NAMES OF REPORTING PERSONS: BORDEN CHEMICAL, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 51-0370356
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS
AF and WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IF REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,627,934
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES / /
CERTAIN SHARES
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
10. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 585332109
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1. NAMES OF REPORTING PERSONS: BORDEN INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-0511250
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IF REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,627,934
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES / /
CERTAIN SHARES
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
10. TYPE OF REPORTING PERSON
CO
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This is the final amendment (the "Final Amendment") that amends and
supplements the Tender Offer Statement on Schedule 14D-1 and Statement on
Schedule 13D filed on October 15, 1997 and amended on October 31, 1997, November
12, 1997 and November 14, 1997 (as amended and supplemented, the "Schedule
14D-1/13D") relating to the offer by MC Merger Corp., a Delaware corporation
(the "Purchaser"), a wholly owned subsidiary of Borden Chemical, Inc., a
Delaware corporation (the "Parent"), which is itself a subsidiary of Borden,
Inc., a New Jersey corporation ("Borden"), to purchase all of the outstanding
shares of Common Stock, par value $0.01 per share (the "Shares"), of Melamine
Chemicals, Inc., a Delaware corporation (the "Company"), including the
associated preferred share purchase rights (the "Rights") issued pursuant to the
Rights Agreement dated as of November 5, 1990, as amended (the "Rights
Agreement"), between the Company and Wachovia Bank and Trust Company (now
Wachovia Bank, N.A.), as rights agent, at a purchase price of $20.50 per Share
(and associated Right), net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated October 15, 1997 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with the Offer to Purchase, constitute the
"Offer"). Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings assigned to them in the Offer to Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
On November 14, 1997 the merger of the Purchaser with and into the Company
became effective.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
On November 14, 1997, the merger of the Purchaser with and into the Company
became effective. As a result of the merger, the Company became a wholly owned
subsidiary of the Parent.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
The information provided in this Final Amendment under Items 5 and 6 is
hereby incorporated herein by reference.
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SIGNATURE
After due 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.
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BORDEN, INC.
By: /s/ ELLEN GERMAN BERNDT
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Name: Ellen German Berndt
Title: SECRETARY
BORDEN CHEMICAL, INC.
By: /s/ JOSEPH M. SAGGESE
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Name: Joseph M. Saggese
Title: CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
MC MERGER CORP.
By: /s/ JAMES O. STEVNING
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Name: James O. Stevning
Title: PRESIDENT
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Date: December 4, 1997
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