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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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 and amended on
October 31, 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
On November 12, 1997, the Parent, the Purchaser and the Company entered into
an amendment (the "Merger Agreement Amendment") dated as of November 10, 1997 to
the Agreement and Plan of Merger dated as of October 9, 1997 by and among Borden
Chemical, Inc., MC Merger Corp. and Melamine Chemicals, Inc. The full text of
the Merger Agreement Amendment is set forth in Exhibit 11(c)(3) and is
incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5(a) of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 2 under Item 3 is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 2 under Item 3 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(c) (3) Amendment dated as of November 10, 1997 to Agreement and Plan of
Merger dated as of October 9, 1997 by and among Borden Chemical, Inc., MC Merger
Corp. and Melamine Chemicals, Inc.
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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 12, 1997
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EXHIBIT (C)(3)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger (the "Amendment"),
dated as of November 10, 1997, is by and among Borden Chemical, Inc., a Delaware
corporation ("Parent"), MC Merger Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Sub"), and Melamine Chemicals, Inc., a Delaware
corporation (the "Company").
WHEREAS, the Company, Parent and Sub have entered into an Agreement and Plan
of Merger, dated as of October 9, 1997 (the "Merger Agreement"), pursuant to
which (i) Sub commenced a cash tender offer (the "Offer") to purchase all issued
and outstanding shares (the "Shares") of the Company's Common Stock, $.01 par
value per share (the "Common Stock"), and (ii) following the consummation of the
Offer, Sub will merge with and into the Company in accordance with the Delaware
General Corporation Law, with the result that the Company will become a
wholly-owned subsidiary of Parent; and
WHEREAS, the Company, Parent and Sub wish to amend the Merger Agreement in
certain respects;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Paragraphs (a) and (b) of Section 2.8 of the Merger Agreement are hereby
amended to read in their entirety as follows:
2.8 OPTIONS.
(a) Under the terms of the Melamine Chemicals, Inc. Second Amended and
Restated Long-Term Incentive Plan, effective July 31, 1987 (the "Old
Incentive Plan"), outstanding options granted under the Old Incentive Plan
will terminate upon the consummation of the Offer and the holders of such
options will be entitled, in exchange for their terminated options, to
payment, within sixty days thereafter, by the Company of an amount in cash
equal to (i) the excess of the Per Share Price over the per share exercise
price of the option, multiplied by (ii) the number of Shares that would
otherwise have been received upon exercise of the terminated option.
(b) Upon the Board's approval of the Offer and the Merger, outstanding
options (the "1996 Plan Options") granted under the Melamine Chemicals, Inc.
1996 Long-Term Incentive Plan, effective September 9, 1996 (the "1996
Incentive Plan" and, together with the Old Incentive Plan, the "Long-Term
Incentive Plans") will accelerate automatically to become fully exercisable.
In accordance with the terms of the 1996 Incentive Plan, the Company will
cause the Compensation Committee of its Board to cancel the 1996 Plan
Options upon consummation of the Offer and to pay to each holder of such
1996 Plan Options, within sixty days thereafter, an amount in cash equal to
the product of (i) the excess of the Per Share Price over the per share
exercise price of each of such holder's 1996 Plan Options, multiplied by
(ii) the number of Shares that would otherwise have been received upon
exercise of such holder's 1996 Plan Options.
All capitalized terms used but not otherwise defined herein have the
meanings attributed to them in the Merger Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf by its officers thereunto duly authorized, all as of
the date first written above.
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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
MELAMINE CHEMICALS, INC.
By: /s/ FREDERIC R. HUBER
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Name: Frederic R. Huber
Title: PRESIDENT & CHIEF EXECUTIVE OFFICER
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The undersigned hereby irrevocably and unconditionally guarantees the
obligations of Borden Chemical, Inc. hereunder.
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BORDEN, INC.
By: /s/ ELLEN GERMAN BERNDT
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Name: Ellen German Berndt
Title: SECRETARY
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