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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
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MELAMINE CHEMICALS, INC.
(Name of Subject Company)
MELAMINE CHEMICALS, INC.
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value per share,
and associated Preferred Share Purchase Rights
(Title of Class of Securities)
585332
(CUSIP Number of Class of Securities)
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Wayne D. DeLeo
Vice President and Chief Financial Officer
MELAMINE CHEMICALS, INC.
Highway 18 West
Donaldsonville, Louisiana 70346
(504) 473-3121
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
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WITH A COPY TO:
L. R. McMillan, II
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
(504) 582-8000
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This Amendment No. 2 (this "Amendment") amends and supplements
the Solicitation/Recommendation Statement on Schedule 14D-9 filed on
October 15, 1997, as amended by Amendment No. 1 filed on October 31,
1997 (as amended, the "Schedule 14D-9"), of Melamine Chemicals, Inc.,
a Delaware corporation (the "Company"), relating to a tender offer
commenced on October 15, 1997 by MC Merger Corp. ("Offeror"), a wholly
owned subsidiary of Borden Chemical, Inc. ("Parent").
All capitalized terms used but not otherwise defined herein have
the meanings attributed to them in the Schedule 14D-9.
ITEM 2. Tender Offer of the Bidder of the Schedule 14D-9 is
hereby amended and supplemented by adding the following:
ITEM 2. Tender Offer of the Bidder.
The Merger Agreement was amended by an Amendment to Agreement and
Plan of Merger, dated as of November 10, 1997, among Parent, Offeror
and the Company, and guaranteed by Borden (the "Amendment"). The
Amendment allows the Company to make payments to the holders of
terminated or canceled stock options within sixty days after the
consummation of the Offer rather than immediately thereafter. As used
herein, the term "Merger Agreement" shall mean the Merger Agreement as
so amended.
ITEM 3. Identity and Background -- The Merger Agreement --
Company Stock Plans of the Schedule 14D-9 is hereby amended to read in
its entirety as follows:
ITEM 3. Identity and Background.
The Merger Agreement
Company Stock Plans. The Merger Agreement provides that under
the terms of the Company's Amended and Restated Long-Term Incentive
Plan, effective July 31, 1987 (the "1987 Incentive Plan"), outstanding
options granted thereunder will terminate upon the consummation of the
Offer. In exchange for their terminated options, the option holders
will be entitled to payment, within 60 days thereafter, of an amount
in cash equal to (i) the excess of the Offer Price over the per share
exercise price of the option multiplied by (ii) the number of Shares
that would have been received upon exercise of the terminated option.
As of October 10, 1997, executive officers of the Company as a group
held options under the 1987 Incentive Plan to purchase an aggregate of
215,000 Shares, of which 168,334 were vested.
Additionally, the Merger Agreement provides that under the
Company's 1996 Long-Term Incentive Plan, effective September 9, 1996
(the "1996 Incentive Plan"), all outstanding options granted
thereunder accelerated and became fully exercisable upon the Board's
approval of the Offer and the Merger on October 9, 1997. In
accordance with the terms of the Merger Agreement and the 1996
Incentive Plan, the Company will cause the Personnel and Compensation
Committee of the Board to cancel all outstanding options granted under
the 1996 Incentive Plan, upon consummation of the Offer, and will pay
to each holder of such canceled options, within 60 days thereafter, an
amount in cash equal to the product of (i) the excess of the Offer
Price over the per share exercise price of each of the canceled
options, multiplied by (ii) the number of Shares that would have been
received upon exercise of the covered canceled options. As of October
10, 1997, executive officers and directors of the Company as a group
held options granted under the Company's 1996 Incentive Plan to
purchase an aggregate of 77,453 Shares, all of which were vested.
ITEM 9. Material to be Filed as Exhibits of the Schedule 14D-9
is hereby amended and supplemented by adding the following:
ITEM 9. Material to be Filed as Exhibits.
Exhibit No.
(c)(8) Amendment to Agreement and Plan of Merger, dated as of
November 10, 1997, by and among the Company, Parent and
Offeror.
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.
Date: November 12, 1997 MELAMINE CHEMICALS, INC.
By: /s/ Frederic R. Huber
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Frederic R. Huber
Chief Executive Officer
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.
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.
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: 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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Frederic R. Huber
President and Chief Executive Officer
The undersigned hereby irrevocably and unconditionally guarantees
the obligations of Borden Chemical, Inc. hereunder.
BORDEN, INC.
By: /s/ Ellen German Berndt
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Name: Ellen German Berndt
Title: Secretary
