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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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 M. 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)
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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This amendment amends and supplements the Tender Offer Statement on Schedule
14D-1 and Statement on Schedule 13D filed on October 15, 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 October 30, 1997, the Parent issued a press release announcing that it
has received early termination of the waiting period under the HSR Act. The full
text of the press release is set forth in Exhibit 11(a)(10) and is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (f) of the Schedule 14D-1/13D are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 1 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (10) Press release issued by the Parent on October 30, 1997.
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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.
<TABLE>
<S> <C> <C>
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: October 31, 1997
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EXHIBIT (A)(10)
FOR IMMEDIATE RELEASE
Contact: For Borden Chemical, Inc.
Peter F. Loscocco
Telephone: (614) 225-4127
BORDEN CHEMICAL, INC. ANNOUNCES EARLY TERMINATION OF THE
HSR WAITING PERIOD RELATING TO ITS
TENDER OFFER FOR COMMON STOCK OF MELAMINE CHEMICALS, INC.
COLUMBUS, OHIO (October 30, 1997) -- Borden Chemical, Inc. announced
today that it has received early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the filings made in
connection with the acquisition of Melamine Chemicals, Inc. (NASDAQ:MTWO).
As of the close of business on October 29, 1997, approximately
49,685 shares of common stock of Melamine Chemicals had been validly tendered
and not withdrawn in connection with the tender offer.
The tender offer and withdrawal rights will expire at 12 Midnight,
New York City time, on Thursday, November 13, 1997, unless the tender offer
is extended.
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