<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, 1997
[ ] 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)
<PAGE> 2
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<S> <C>
Statements of Financial Condition as of June 30, 1997 and 1996...........................................3
Statements of Income and Changes in Plan Equity for the year
ended June 30, 1997 and June 30, 1996...................................................................4
Notes to Financial Statements............................................................................5
Schedule II: Allocation of Plan Assets and Liabilities to
Investment Programs as of June 30, 1997 and 1996.......................................................12
Schedule III: Allocation of Plan Income and Changes in Plan
Equity to Investment Programs for the year ended June 30, 1997
and June 30, 1996......................................................................................14
</TABLE>
2
<PAGE> 3
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(k) THRIFT PLAN
Statements of Financial Condition
June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Assets 1997 1996
- ------------------------------------------ ----------- -----------
<S> <C> <C>
Cash $ 17,087 $ 17,819
Group annuity contract, at
current value 4,660,602 3,495,212
Certificate of Deposit Fund 1,102,252 930,775
Common stock of Melamine
Chemicals, Inc., at market
value - 47,503 shares (cost
$379,152) at 1997 and 65,830
shares (cost -$522,375) at 1996 646,470 601,028
Loans to participants (Note 2) 585,531 480,281
Accrued employer contributions -- 2,328
Accrued employee contributions -- 5,859
Accrued interest and dividends 66,132 1,108
Other accruals (365) (5,626)
----------- -----------
$ 7,077,709 $ 5,528,784
=========== ===========
Liabilities and Plan Equity
Plan equity 7,077,709 5,528,784
----------- -----------
$ 7,077,709 $ 5,528,784
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(k) THRIFT PLAN
Statements of Income and Changes in Plan Equity
June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Additions:
Interest income $ 212,921 $ 208,726
Unrealized appreciation
(depreciation) of assets (Note 3) 798,277 157,380
Realized appreciation (depreciation) -- 10,436
Employer contributions 187,052 166,235
Employee contributions 449,867 365,546
Accruals -- 1,110
Rollover contributions 29,834 --
----------- -----------
Total Additions $ 1,677,951 $ 909,433
Deductions:
Withdrawals $ (124,286) (86,309)
Forfeitures (4,740) --
----------- -----------
Net additions and other
changes in plan equity
for the period 1,548,925 823,124
Plan equity at beginning of
the period 5,528,784 4,705,660
----------- -----------
Plan equity at end of period $ 7,077,709 $ 5,528,784
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(k) THRIFT PLAN
Notes to Financial Statements
Year Ended June 30, 1997 and 1996
(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 was segregated into five
investment funds as follows: (1) Government Fixed Fund (Fund A), (2)
Equity Income Fund (Fund B), (3) Company Stock Fund (Fund C), (4)
Participant Loan Fund (Fund D), and (5) Certificate of Deposit Fund
(Fund E). On October 1, 1996, four investment funds were added as
follows: Growth and Income Fund (Fund F), Equity Growth Fund (Fund
G), Stock Index Fund (Fund H), and Aggressive Strategic Allocation
Fund (Fund I). 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, 1997.
The number of participants by fund at June 30, 1997, was as follows:
<TABLE>
<CAPTION>
Number of
Fund Participants
---- ------------
<S> <C>
A 42
B 43
C 13
D 53
E 18
F 11
G 8
H 16
I 5
</TABLE>
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, 1997, numbered 94.
(Continued)
6
<PAGE> 7
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 Funds, 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, 1997, and
1996 and the related changes during the year ended June 30, 1997,
and 1996 were as follows:
<TABLE>
<CAPTION>
Company Growth Equity Stock
Equity Stock & Income Growth Index Aggr.Strat.
Fund Fund Fund Fund Fund Alloc. Fund
--------------------- ------------------- ---------- -------- -------- -----------
1997 1996 1997 1996 1997 1997 1997 1997
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net unrealized appreciation
(depreciation) at
beginning of period $283,613 $120,112 $ 80,224 $ 86,395 $ --- $ --- $ --- $ ---
Net unrealized appreciation
(depreciation) during
the period 463,915 163,501 253,407 (6,121) 20,749 18,224 40,914 1,068
-------- -------- -------- -------- -------- -------- -------- --------
Net unrealized appreciation
(depreciation) at end of
period $747,528 $283,613 $333,631 $ 80,224 $ 20,749 $ 18,224 $ 40,914 $ 1,068
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
9
<PAGE> 10
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(k) THRIFT PLAN
Notes to Financial Statements
(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.
(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 six investment
options: (1) Guaranteed Fixed Fund, (2) Equity Income Fund, (3)
Growth and Income Fund, (4) Equity Growth Fund, (5) Stock Index Fund,
and (6) Aggressive Strategic Allocation Fund. Contributions allocated
to the Equity Funds 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 Funds may increase or decrease and were 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.
10
<PAGE> 11
(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.
11
<PAGE> 12
Schedule II
MELAMINE CHEMICALS, INC.
EMPLOYEE 401(k) THRIFT PLAN
Allocation of Plan Assets and Liabilities to Investment Program
June 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Government Company
Fixed Equity Stock Loan
Assets Fund Fund Fund Fund
- ------------------------- ----------- ----------- ----------- -------
<S> <C> <C> <C> <C>
Cash $ 4,059 $ 7,279 1,574 3,287
Group annuity contract, at
current value (Note 6) 2,129,836 2,000,519 5,497 --
Certificate of Deposit Fund -- -- -- --
Common stock of Melamine
Chemicals, Inc., at market
value - 47,503 shares
(cost - $379,152) -- -- 646,470 --
Loans to participants (Note 2) -- -- -- 585,531
Receivable from (Payable to)
other funds 6,100 32 6 (102)
Accrued interest and dividends 27,660 4 11 15
Other accruals 1,200 -- (365) (3,200)
Accrued loan repayments (3,129) 2,762 367 --
----------- ----------- ----------- -----------
$ 2,165,726 2,010,596 653,560 $ 585,531
=========== ========= ======= ===========
Liabilities and Plan Equity
- ---------------------------
Plan Equity $ 2,165,726 2,010,596 653,560 585,531
=========== ========= ======= ===========
$ 2,165,726 2,010,596 653,560 585,531
=========== ========= ======= ===========
Number of units outstanding $ 2,129,836 29,272 47,503
=========== ========= =======
Plan equity per unit $ 1.02 68.69 13.76
=========== ========= =======
<CAPTION>
Growth Equity Stock
& Income Growth Index Aggr. Strat.
Assets CD Fund Fund Fund Fund Allo. Fund Total
- ------------------------- ---------- ---------- -------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Cash (508) 164 251 816 165 17,087
Group annuity contract, at
current value (Note 6) 8,408 119,870 157,039 228,841 10,592 4,660,602
Certificate of Deposit Fund 1,102,252 -- -- -- 1,102,252
Common stock of Melamine
Chemicals, Inc., at market
value - 47,503 shares
(cost - $379,152) -- -- -- -- -- 646,470
Loans to participants (Note 2) -- -- -- -- -- 585,531
Receivable from (Payable to)
other funds 6 3 (12,103) 6,058 -- --
Accrued interest and dividends 38,439 -- 1 2 -- 66,132
Other accruals 2,000 -- -- -- -- (365)
Accrued loan repayments -- -- -- -- -- --
--------- ------- ------- ------- ----------- ---------
1,150,597 120,037 145,188 235,717 $ 10,757 7,077,709
========= ======= ======= ======= =========== =========
Liabilities and Plan Equity
- ---------------------------
Plan Equity 1,150,597 120,037 145,188 235,717 10,757 7,077,709
========= ======= ======= ======= =========== =========
1,150,597 120,037 145,188 235,717 10,757 7,077,709
========= ======= ======= ======= =========== =========
Number of units outstanding 11,276 2,964 1,150 10,270 502
========= ======= ======= ======= ===========
Plan equity per unit 102.04 40.50 126.25 22.95 21.43
========= ======= ======= ======= ===========
</TABLE>
12
<PAGE> 13
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>
13
<PAGE> 14
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, 1997
(Unaudited)
<TABLE>
<CAPTION>
Government Company
Fixed Equity Stock Loan
Fund Fund Fund Fund
----------- -------- --------- --------
<S> <C> <C> <C> <C>
Additions:
Interest Income $ 111,072 -- 445 44,649
Unrealized appreciation
(depreciation) of assets
(Note 3) -- 463,915 253,407 --
Employer contributions 56,931 62,676 22,728 --
Employee contributions 133,983 162,891 35,675 --
Rollover contributions -- -- -- --
Loan Repayments 155,185 133,283 14,346 (332,287)
----------- ------- ------- --------
Total additions $ 457,171 822,765 326,601 (287,638)
Deductions:
Withdrawals (69,259) (3,142) (27,885) --
Forfeitures (1,102) (2,688) (950) --
Transfers between funds (133,533) 8,163 (245,159) (44,655)
New loans (261,266) (146,984) (82) 437,545
----------- ------- ------- --------
Net additions and other changes
in plan equity for the period (7,989) 678,114 52,525 105,252
Plan equity at June 30, 1996 2,173,715 1,332,482 601,035 480,280
Plan equity at June 30, 1997 $ 2,165,726 2,010,596 653,560 585,532
<CAPTION>
Growth Equity Stock
& Income Growth Index Aggr. Strat.
CD Fund Fund Fund Fund Allo. Fund Total
------------ ---------- -------- -------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Interest Income 56,755 -- -- -- -- 212,921
Unrealized appreciation
(depreciation) of assets
(Note 3) -- 20,749 18,224 40,914 1,068 798,277
Employer contributions 27,013 4,374 3,475 8,250 1,605 187,052
Employee contributions 67,018 10,572 10,507 24,965 4,256 449,867
Rollover contributions 29,834 -- -- -- -- 29,834
Loan Repayments 13,418 4,522 1,582 9,385 566 --
--------- ------- ------- ------- ------ ---------
Total additions 194,038 40,217 33,788 83,514 7,495 1,677,951
Deductions:
Withdrawals (24,000) -- -- -- -- (124,286)
Forfeitures -- -- -- -- -- (4,740)
Transfers between funds 67,000 79,820 111,830 153,112 3,422 --
New loans (27,712) -- (430) (910) (161) --
--------- ------- ------- ------- ------ ---------
Net additions and other changes
in plan equity for the period 209,326 120,037 145,188 235,716 10,756 1,548,925
Plan equity at June 30, 1996 941,272 -- -- -- -- 5,528,784
Plan equity at June 30, 1997 1,150,598 120,037 145,188 235,716 10,756 7,077,709
</TABLE>
14
<PAGE> 15
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
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>
15
<PAGE> 16
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 3, 1997 By: /s/ K. Michael Fowler
-----------------------------------
Title: Member, Thrift Committee
16
