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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Melamine Chemicals, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share (Including the Associated Preferred Share
Purchase Rights)
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(Title of Class of Securities)
585332
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(CUSIP Number)
Scott M. Stuart
Borden Holdings, Inc., BW Holdings, LLC, KKR Associates, Whitehall Associates,
L.P.,
c/o Kohlberg Kravis Roberts & Co., L.P.,
9 West 57th Street, New York, N.Y. 10019 (212) 750-8300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 14, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 585332 PAGE 2 OF 7 PAGES
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NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 BORDEN HOLDINGS, INC.
(a)/ /
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b)/ /
3 SEC USE ONLY
SOURCE OF FUNDS
4 00 (see item 3)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) / /
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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<C> <C> <S>
SOLE VOTING POWER
7 5,494,996
NUMBER OF
SHARES
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY
EACH
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 5,494,996
WITH
SHARED DISPOSITIVE POWER
10 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 5,494,996
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 97.6% (based on 5,627,934 shares outstanding)
TYPE OF REPORTING PERSON
14 CO
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SCHEDULE 13D
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CUSIP NO. 585332 PAGE 3 OF 7 PAGES
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NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 BW HOLDINGS, LLC
(a)/ /
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b)/ /
3 SEC USE ONLY
SOURCE OF FUNDS
4 00 (see item 3)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) / /
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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<TABLE>
<C> <C> <S>
SOLE VOTING POWER
7 5,494,996
NUMBER OF
SHARES
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY
EACH
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 5,494,996
WITH
SHARED DISPOSITIVE POWER
10 0
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<TABLE>
<C> <S> <C>
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 5,494,996
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 97.6% (based on 5,627,934 shares outstanding)
TYPE OF REPORTING PERSON
14 OO
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SCHEDULE 13D
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CUSIP NO. 585332 PAGE 4 OF 7 PAGES
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NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 WHITEHALL ASSOCIATES, L.P.
(a)/ /
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b)/ /
3 SEC USE ONLY
SOURCE OF FUNDS
4 00 (see item 3)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) / /
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
</TABLE>
<TABLE>
<C> <C> <S>
SOLE VOTING POWER
7 5,494,996
NUMBER OF
SHARES
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY
EACH
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 5,494,996
WITH
SHARED DISPOSITIVE POWER
10 0
</TABLE>
<TABLE>
<C> <S> <C>
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 5,494,996
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 97.6% (based on 5,627,934 shares outstanding)
TYPE OF REPORTING PERSON
14 PN
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SCHEDULE 13D
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CUSIP NO. 585332 PAGE 5 OF 7 PAGES
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NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 KKR ASSOCIATES
(a)/ /
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b)/ /
3 SEC USE ONLY
SOURCE OF FUNDS
4 00 (see item 3)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) / /
CITIZENSHIP OR PLACE OF ORGANIZATION
6 New York
</TABLE>
<TABLE>
<C> <C> <S>
SOLE VOTING POWER
7 5,494,996
NUMBER OF
SHARES
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY
EACH
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 5,494,996
WITH
SHARED DISPOSITIVE POWER
10 0
</TABLE>
<TABLE>
<C> <S> <C>
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 5,494,996
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 97.6% (based on 5,627,934 shares outstanding)
TYPE OF REPORTING PERSON
14 PN
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This amendment amends and supplements the Schedule 13D filed on October 9,
1997 (as amended and supplemented, the "Schedule 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 "Issuer"), 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 Issuer 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 Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On November 12, 1997, the Parent, the Purchaser and the Issuer executed an
amendment (the "Amendment") dated as of November 10, 1997 to the Merger
Agreement. The full text of the Amendment is attached as Exhibit 11(c)(3) to the
combined Tender Offer Statement on Schedule 14D-1 and Schedule 13D filed with
the Securities and Exchange Commission (the "Commission") by Borden, the Parent
and the Purchaser on October 15, 1997 and amended on October 31, 1997, November
13, 1997 and November 14, 1997 (as amended, the "Schedule 14D-1") and is
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) and (b) On November 14, 1997, pursuant to the terms of the Offer, the
Purchaser accepted for payment and paid for 5,468,887 Shares (and Rights) and
had received notices of guaranteed delivery and was therefore obligated to pay
for, if delivered, an additional 26,109 Shares (and Rights). The aggregate of
5,494,996 Shares represents approximately 97.6% of the total number of Shares,
based on 5,627,934 Shares outstanding.
As of November 14, 1997, under the definition of "beneficial ownership" as
set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
because the Purchaser is a wholly owned subsidiary of the Parent and the Parent
is a subsidiary of Borden, Borden may be deemed to have acquired beneficial
ownership of the Shares purchased by the Purchaser pursuant to the Offer.
Borden is a wholly owned subsidiary of Borden Holdings and Borden Holdings
is a wholly owned subsidiary of BW Holdings. Whitehall Associates is the
managing member of BW Holdings. KKR Associates is the sole general partner of
Whitehall Associates. Therefore, Borden Holdings, BW Holdings, Whitehall
Associates and KKR Associates each has the power to direct the voting of the
Shares deemed to be beneficially owned by Borden, Parent and Purchaser. As a
result, Borden Holdings, BW Holdings Whitehall Associates and KKR Associates may
each be deemed to beneficially own any Shares deemed to be beneficially owned by
Borden. Each of Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene,
Tokarz, Robbins, Stuart, Gilhuly and Golkin, the general partners of KKR
Associates, has shared power to vote or direct the vote of the Shares deemed to
be beneficially owned by KKR Associates. As a result, each of the general
partners of KKR Associates may be deemed to beneficially own Shares that KKR
Associates may be deemed to beneficially own.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that any Reporting Person is the beneficial
owner of the Shares referred to in this paragraph for purposes of Section 13(d)
of the Exchange Act or for any other purpose, and such beneficial ownership is
expressly disclaimed.
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SIGNATURE
After reasonable 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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KKR ASSOCIATES
By: /s/ SCOTT M. STUART
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Name: Scott M. Stuart
TITLE: GENERAL PARTNER
WHITEHALL ASSOCIATES, L.P.
By KKR Associates, its General Partner
By: /s/ SCOTT M. STUART
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Name: Scott M. Stuart
TITLE: GENERAL PARTNER
BW HOLDINGS, LLC
By Whitehall Associates, L.P.,
its managing member
By Borden Holdings, Inc.,
attorney-in-fact
By: /s/ PHYLLIS YEATMAN
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Name: Phyllis Yeatman
TITLE: SECRETARY
BORDEN HOLDINGS, INC.
BY: /S/ PHYLLIS YEATMAN
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Name: Phyllis Yeatman
TITLE: SECRETARY
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DATED: November 14, 1997
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