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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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 5,494,996
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES / /
CERTAIN SHARES
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.6% (Based on 5,627,934
shares outstanding)
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 5,494,996
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES / /
CERTAIN SHARES
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.6% (Based on 5,627,934
shares outstanding)
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 5,494,996
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES / /
CERTAIN SHARES
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.6% (Based on 5,627,934
shares outstanding)
10. TYPE OF REPORTING PERSON
CO
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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 and amended on
October 31, 1997 and November 12, 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 Parent issued a press release announcing that the
Offer had expired, as scheduled, at 12:00 Midnight, New York City time, on
Thursday November 13, 1997 and that the Purchaser had accepted for purchase all
Shares (and Rights) validly tendered and not withdrawn prior to the expiration
of the Offer. The full text of the press release is set forth in Exhibit
11(a)(11) and is incorporated herein by reference.
On November 14, 1997, the Parent issued a press release announcing that the
Purchaser was merged with the Company. As a result, the Company has become a
wholly owned subsidiary of the Parent. The full text of the press release is set
forth in Exhibit 11(a)(12) and is incorporated herein by reference.
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, 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.
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 Amendment No. 3 under Items 5 and 6 is
hereby incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (11) Press Release issued by the Parent on November 14, 1997.
(a) (12) Press Release issued by the Parent on November 14, 1997.
5
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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: November 14, 1997
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EXHIBIT (A)(11)
[Borden Chemical, Inc. Letterhead]
FOR IMMEDIATE RELEASE
November 14, 1997
Contact: Peter F. Loscocco
Telephone: (614) 225-4127
BORDEN CHEMICAL, INC. SUCCESSFULLY COMPLETES CASH TENDER OFFER
FOR THE SHARES OF MELAMINE CHEMICALS, INC.
COLUMBUS, OHIO (November 14, 1997)--Borden Chemical, Inc. announced today
that its cash tender offer for all outstanding shares of common stock of
Melamine Chemicals, Inc. (NASDAQ: MTWO) expired, as scheduled, at 12:00
Midnight, New York City time, on November 13, 1997. Based on information
provided by the Depositary, a total of 5,494,996 shares of Melamine Chemicals,
Inc. (or approximately 97.6% of the outstanding shares of Melamine Chemicals)
were validly tendered and not properly withdrawn pursuant to Borden Chemical's
cash offer for all outstanding shares of Melamine Chemicals. Such share amount
includes approximately 26,109 shares subject to guarantee of delivery.
Borden Chemical, Inc., through its subsidiary making the offer, has accepted
for purchase all shares validly tendered and not properly withdrawn prior to the
expiration of the offer.
In the second step of the acquisition, Melamine Chemicals will be merged
with a subsidiary of Borden Chemical, Inc., and each Melamine Chemicals share
not previously purchased in the tender offer will be converted into the right to
receive $20.50 in cash pursuant to the terms of the tender offer. The merger
will be completed as soon as practicable.
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EXHIBIT 11(A)(12)
[BORDEN CHEMICAL, INC. LETTERHEAD]
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FOR IMMEDIATE RELEASE Contact:
<S> <C>
Date Peter F. Loscocco
614/225-4482
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BORDEN CHEMICAL, INC. COMPLETES
ACQUISITION OF MELAMINE CHEMICALS, INC.
COLUMBUS, OHIO (November 14, 1997)--Borden Chemical, Inc. announced today
that it has successfully completed its previously announced acquisition of
Melamine Chemicals, Inc. (NASDAQ:MTWO).
In the transaction, Melamine Chemicals, Inc. has been merged with a wholly
owned subsidiary of Borden Chemical. As a result, each share of common stock of
Melamine Chemicals not previously purchased in Borden Chemical's tender offer,
which expired yesterday, has been converted into the right to receive $20.50 in
cash.
Borden Chemical, Inc. will operate Melamine Chemicals as a separate business
unit. Frederic R. Huber, Melamine Chemicals' president and chief executive
officer, is joining Borden Chemical as executive vice president in charge of the
melamine business. All other management and employees of Melamine Chemicals also
are joining Borden Chemical.
Melamine Chemicals produces and markets melamine crystal, which is used to
make materials for various adhesive, laminate and coatings applications. It is
one of only two melamine crystal producers in North America and one of the three
largest worldwide. Based in Donaldsonville, La., the company last year had sales
of $60 million.
"This acquisition positions Borden Chemical as a key source for melamine,"
said Michael E. Ducey, chief operating officer. "We view the melamine market,
both domestically and internationally, as an exciting arena for growth. The use
of melamine for adhesives, high- and low-pressure laminates and newer
applications such as flooring continues to expand. The melamine business is a
good fit for our organization and adds a complementary material to our existing
range of products."
Based in Columbus, Ohio, Borden Chemical, Inc., a subsidiary of Borden,
Inc., is a leading global producer and supplier of formaldehyde, resins,
coatings and other chemical products used in forest products, foundry and other
industrial applications.
