<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
Melamine Chemicals, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share (Including the Associated Preferred Share
Purchase Rights)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
585332
----------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 9, 1997
------------------------------------------------
(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
CUSIP No. 585332 PAGE 2 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BORDEN HOLDINGS, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 (see item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,275,000*
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7% (based on 5,627,934 shares outstanding)*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of the Tender
Agreement, pursuant to which among other things, ChemFirst, Inc. has agreed
with affiliates of the reporting person to tender the shares pursuant to
the Offer and to vote the shares shown as beneficially owned in favor of
the Merger and against any action or agreement (other than the Merger
Agreement or the transactions contemplated thereby) that would impede,
interfere with, delay, postpone or attempt to discourage the Offer or the
Merger, all as more fully described herein. Capitalized terms have the
meanings assigned thereto herein.
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SCHEDULE 13D
CUSIP No. 585332 PAGE 3 OF 13 PAGES
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1 NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BW HOLDINGS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 (see item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 1,275,000*
SHARES BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7% (based on 5,627,934 shares outstanding)*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of the Tender
Agreement, pursuant to which among other things, ChemFirst, Inc. has agreed
with affiliates of the reporting person to tender the shares pursuant to
the Offer and to vote the shares shown as beneficially owned in favor of
the Merger and against any action or agreement (other than the Merger
Agreement or the transactions contemplated thereby) that would impede,
interfere with, delay, postpone or attempt to discourage the Offer or the
Merger, all as more fully described herein. Capitalized terms have the
meanings assigned thereto herein.
<PAGE>
SCHEDULE 13D
CUSIP No. 585332 PAGE 4 OF 13 PAGES
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1 NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WHITEHALL ASSOCIATES, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 (see item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,275,000*
NUMBER OF -------------------------------------------------------
SHARES BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7% (based on 5,627,934 shares outstanding)*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of the Tender
Agreement, pursuant to which among other things, ChemFirst, Inc. has agreed
with affiliates of the reporting person to tender the shares pursuant to
the Offer and to vote the shares shown as beneficially owned in favor of
the Merger and against any action or agreement (other than the Merger
Agreement or the transactions contemplated thereby) that would impede,
interfere with, delay, postpone or attempt to discourage the Offer or the
Merger, all as more fully described herein. Capitalized terms have the
meanings assigned thereto herein.
<PAGE>
SCHEDULE 13D
CUSIP No. 585332 PAGE 5 OF 13 PAGES
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1 NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 (see item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,275,000*
NUMBER OF -------------------------------------------------------
SHARES BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7% (based on 5,627,934 shares outstanding)*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of the Tender
Agreement, pursuant to which among other things, ChemFirst, Inc. has agreed
with affiliates of the reporting person or its affiliates to tender the
shares pursuant to the Offer and to vote the shares shown as beneficially
owned in favor of the Merger and against any action or agreement (other
than the Merger Agreement or the transactions contemplated thereby) that
would impede, interfere with, delay, postpone or attempt to discourage the
Offer or the Merger, all as more fully described herein. Capitalized terms
have the meanings assigned thereto herein.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $.01 per
share ("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 (the "Rights Agent").
Unless the context otherwise requires, all references herein to Shares shall be
deemed to include the associated Rights. The principal executive offices of the
Company are located at Highway 18 West, Donaldsonville, Louisiana 70341.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by Borden Holdings, Inc., a
Delaware corporation ("Borden Holdings"), BW Holdings, LLC, a Delaware limited
liability company ("BW Holdings"), Whitehall Associates, L.P., a Delaware
limited partnership ("Whitehall Associates"), and KKR Associates, a New York
limited partnership ("KKR Associates" and, together with Borden Holdings, BW
Holdings and Whitehall Associates, the "Reporting Persons"). The agreement
among the Reporting Persons relating to joint filing of this statement is
attached as Exhibit 1 hereto.
Borden Holdings is a holding company engaged solely in holding all of
the capital stock of Borden, Inc., a New Jersey corporation ("Borden"). BW
Holdings is a holding company holding, along with the capital stock of other
entities, all of the capital stock of Borden Holdings. The address of the
principal business and office of Borden Holdings and BW Holdings is 2711
Centerville Road, Wilmington, Delaware 19808.
Information concerning the directors and executive officers of Borden
Holdings is contained in Schedule A attached hereto.
Whitehall Associates is principally engaged in the business of
investing in securities. The address of the principal business and office of
Whitehall Associates is 9 West 57th Street, New York, New York 10019.
The sole general partner of Whitehall Associates is KKR Associates.
KKR Associates is principally engaged in the business of investing through
partnerships in industrial and other companies. The address of its principal
business and office is 9 West 57th Street, New York, New York 10019.
Messrs. Henry R. Kravis, George R. Roberts, Robert I. MacDonnell, Paul
E. Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz,
Clifton S. Robbins, Scott M. Stuart, Edward A. Gilhuly and Perry Golkin are the
general partners of KKR Associates. Messrs. Kravis, Roberts, MacDonnell,
Raether, Michelson, Greene, Tokarz, Robbins, Stuart, Gilhuly and Golkin are each
United States citizens, and the present principal occupation or employment of
each is as a member of KKR & Co. L.L.C., a Delaware limited liability company
and the general partner of Kohlberg Kravis Roberts & Co., L.P. ("KKR"), a
private
6 of 13
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investment firm, the addresses of which are 9 West 57th Street, New York, New
York 10019, and 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025.
The business address of Messrs. Kravis, Raether, Tokarz, Robbins, Stuart and
Golkin is 9 West 57th Street, New York, New York 10019; the business address of
Messrs. Roberts, MacDonnell, Michelson, Greene and Gilhuly is 2800 Sand Hill
Road, Suite 200, Menlo Park, California 94025.
During the last five years, neither the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any of the other persons named in this
Item 2 or Schedule A hereto: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 9, 1997, MC Merger Corp., a Delaware corporation
("Purchaser"), which is a wholly owned subsidiary of Borden Chemical, Inc., a
Delaware corporation ("Parent"), which is itself a subsidiary of Borden, entered
into a Tender Agreement (the "Tender Agreement") with ChemFirst, Inc., a
Mississippi corporation ("ChemFirst"). A description of the Tender Agreement is
set forth in Section 11 ("The Merger Agreement; the Tender Agreement") of the
Offer to Purchase dated October 15, 1997 (the "Offer to Purchase"), which has
been filed with the Securities and Exchange Commission (the "Commission") as
Exhibit 11(a)(1) to the combined Tender Offer Statement on Schedule 14D-1 and
Schedule 13D filed with the Commission by Borden, the Parent and the
Purchaser on October 15, 1997 (the "Schedule 14D-1"). The information contained
in Section 11 ("The Merger Agreement; the Tender Agreement") of the Offer to
Purchase is incorporated herein by reference.
The information contained in Section 9 ("Source and Amount of Funds")
of the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
On October 9, 1997, the Parent, the Purchaser and the Company entered
into an Agreement and Plan of Merger (the "Merger Agreement") providing, among
other things, for the making of the Offer (as defined in the Offer to Purchase)
by the Purchaser, and further providing that following the completion of the
Offer, upon the terms and subject to the conditions of the Merger Agreement, and
in accordance with Delaware General Corporation Law (the "DGCL"), the Purchaser
will be merged with and into the Company (the "Merger").
Simultaneously with the execution of the Merger Agreement and as a
condition to the willingness of the Parent and the Purchaser to proceed with the
Offer and the Merger, the Parent and the Purchaser entered into the Tender
Agreement, pursuant to which, among other things, ChemFirst agreed to validly
tender (and not withdraw) the Owned Shares (as defined in the Offer to Purchase)
to the Purchaser pursuant to the Offer, and to vote the Owned
7 of 13
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Shares, among other things, in favor of the Merger and against any action or
agreement (other than the Merger Agreement or the transactions contemplated
thereby) that would impede, interfere with, delay, postpone or attempt to
discourage the Merger or the Offer.
The information contained in the Introduction, Section 1 ("Terms of
the Offer; Expiration Date"), Section 10 ("Background of the Offer; Contacts
with the Company"), Section 11 ("The Merger Agreement; the Tender Agreement"),
Section 12 ("Purpose of the Offer; the Merger; Plans for the Company; Rights
Agreement") and Section 14 ("Effect of the Offer on the Market for the Shares,
Nasdaq National Market Quotation and Exchange Act Registration") of the Offer to
Purchase is incorporated herein by reference and the foregoing description is
qualified in its entirety by such reference.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) and (b) As of October 9, 1997, under the definition of
"beneficial ownership" as set forth in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, Borden may be deemed to have acquired beneficial
ownership of the 1,275,000 shares of common stock subject to the Tender
Agreement, constituting approximately 22.7% of the outstanding Shares.
Beneficial ownership is based solely on the provisions of the Tender Agreement,
pursuant to which among other things, ChemFirst, Inc. has agreed with affiliates
of the Reporting Persons to tender the Shares pursuant to the Offer and to vote
the shares shown as beneficially owned in favor of the Merger and against any
action or agreement (other than the Merger Agreement or the transactions
contemplated thereby) that would impede, interfere with, delay, postpone or
attempt to discourage the Offer or the Merger. The information contained in
Section 11 ("The Merger Agreement; the Tender Agreement") of the Offer to
Purchase is incorporated herein by reference and the foregoing description is
qualified in its entirety by such reference.
Purchaser is a wholly owned subsidiary of Parent, Parent is a
subsidiary of Borden, 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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<PAGE>
(c) Except as set forth in this Item 5, to the best knowledge of each
of the Reporting Persons, none of the Reporting Persons and no other person
described in Item 2 hereof has beneficial ownership of, or has engaged in any
transaction during the past 60 days in, any shares of Shares.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE COMPANY.
Except as set forth in this Statement, to the best knowledge of the
Reporting Persons, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Company,
including but not limited to, transfer or voting of any of the securities of the
Company, joint ventures, loan or option arrangements, puts or calls, guarantees
or profits, division of profits or loss, or the giving or withholding of
proxies, or a pledge or contingency the occurrence of which would give another
person voting power over the securities of the Company. The information
contained in Section 9 ("Source and Amount of Funds"), Section 10 ("Background
of the Offer; Contacts with the Company"), Section 11 ("The Merger Agreement;
the Tender Agreement"), Section 12 ("Purpose of the Offer; the Merger; Plans for
the Company; Rights Agreement") and Section 17 ("Fees and Expenses") of the
Offer to Purchase is incorporated herein by reference and the foregoing is
qualified in its entirety by such reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated October 20, 1997, among Borden Holdings,
Inc., BW Holding, LLC, Whitehall Associates, L.P. and KKR Associates
relating to the filing of a joint statement on Schedule 13D.
2. Offer to Purchase dated October 15, 1997. (Filed as Exhibit 11(a)(1) to
the Schedule 14D-1 and incorporated herein by reference.)
3. Letter of Transmittal. (Filed as Exhibit 11(a)(2) to the Schedule 14D-1
and incorporated herein by reference.)
4. Agreement and Plan of Merger, dated as of October 9, 1997, by and among
Borden Chemical, Inc., MC Merger Corp. and Melamine Chemicals, Inc. (Filed
as Exhibit 11(c)(1) to the Schedule 14D-1 and incorporated herein by
reference.)
5. Tender Agreement, dated as of October 9, 1997, among Borden Chemical, Inc.,
MC Merger Corp. and ChemFirst Inc. (Filed as Exhibit 11(c)(2) to the
Schedule 14D-1 and incorporated herein by reference.)
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6. Loan Agreement, dated as of July 1, 1996, between Borden Chemical, Inc., as
borrower, and Borden, Inc., as lender. (Filed as Exhibit 11(b)(1) to the
Schedule 14D-1 and incorporated herein by reference.)
7. Letter dated October 1, 1997 from Borden, Inc. to Borden Chemical Inc.
(Filed as Exhibit 11(b)(2) to the Schedule 14D-1 and incorporated herein by
reference.)
10 of 13
<PAGE>
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.
KKR ASSOCIATES
By: /s/ Scott M. Stuart
----------------------------------
Name: Scott M. Stuart
Title: General Partner
WHITEHALL ASSOCIATES, L.P.
By KKR Associates, its General Partner
By: /s/ Scott M. Stuart
----------------------------------
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/ Ellen German Berndt
----------------------------------
Name: Ellen German Berndt
Title: Secretary
BORDEN HOLDINGS, INC.
By: /s/ Ellen German Berndt
-----------------------------------
Name: Ellen German Berndt
Title: Secretary
DATED: October 20, 1997
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<PAGE>
SCHEDULE A
BORDEN HOLDINGS, INC.
EXECUTIVE OFFICERS AND DIRECTORS:
<TABLE>
<CAPTION>
(a) Principal Occupation and
Name Business Address (b) Office Citizenship
---- ---------------- ----------------------------- -----------
<S> <C> <C> <C>
C. R. Kidder 180 East Broad Street (a) Chairman of the Board, U.S.
Columbus, OH 43215 Director, Chief Executive
Officer and President of
Borden, Inc. and (b)
President and Director of
Borden Holdings, Inc.
H. R. Kravis 9 West 57th Street (a) Member of KKR & Co U.S.
New York, NY 10019. L.L.C. and (b) Director of
Borden Holdings, Inc.
G. R. Roberts 2800 Sand Hill Road (a) Member of KKR & Co. U.S.
Suite 200 L.L.C. and (b) Director of
Menlo Park, CA 94025 Borden Holdings, Inc.
C. S. Robbins 9 West 57th Street (a) Member of KKR & Co. U.S.
New York, NY 10019 L.L.C. and (b) Director of
Borden Holdings, Inc.
S. M. Stuart 9 West 57th Street (a) Member of KKR & Co. U.S.
New York, NY 10019 L.L.C. and (b) Director of
Borden Holdings, Inc.
A. Navab 9 West 57th Street (a) Member of KKR & Co. U.S.
New York, NY 10019 L.L.C. and (b) Director of
Borden Holdings, Inc.
R. P. Starkman 180 East Broad Street (a) Senior Vice President U.S.
Columbus, OH 43215 and Treasurer of Borden,
Inc. and (b) Vice President
and Treasurer of Borden
Holdings, Inc.
E. Berndt 180 East Broad Street (a) Secretary of Borden, Inc. U.S.
Columbus, OH 43215 and (b) Secretary of Borden
Holdings, Inc.
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
- -------------- -----------------------
1. Joint Filing Agreement, dated October 20, 1997, among Borden
Holdings, Inc., BW Holding, LLC, Whitehall Associates, L.P.
and KKR Associates relating to the filing of a joint
statement on Schedule 13D.
2. Offer to Purchase dated October 15, 1997. (Filed as Exhibit
11(a)(1) to the Schedule 14D-1 and incorporated herein by
reference.)
3. Letter of Transmittal. (Filed as Exhibit 11(a)(2) to the
Schedule 14D-1 and incorporated herein by reference.)
4. Agreement and Plan of Merger, dated as of October 9, 1997,
by and among Borden Chemical, Inc., MC Merger Corp. and
Melamine Chemicals, Inc. (Filed as Exhibit 11(c)(1) to the
Schedule 14D-1 and incorporated herein by reference.)
5. Tender Agreement, dated as of October 9, 1997, among Borden
Chemical, Inc., MC Merger Corp. and ChemFirst Inc. (Filed
as Exhibit 11(c)(2) to the Schedule 14D-1 and incorporated
herein by reference.)
6. Loan Agreement, dated as of July 1, 1996, between Borden
Chemical, Inc., as borrower, and Borden, Inc., as lender.
(Filed as Exhibit 11(b)(1) to the Schedule 14D-1 and
incorporated herein by reference.)
7. Letter dated October 1, 1997 from Borden, Inc. to Borden
Chemical Inc. (Filed as Exhibit 11(b)(2) to the Schedule
14D-1 and incorporated herein by reference.)
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<PAGE>
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of us of a statement on Schedule 13D relating to the common stock, par value
$.01 per share, of Melamine Chemicals, Inc., a Delaware corporation, including
the associated preferred share purchase rights, and that any amendments thereto
filed by any of us will be filed on behalf of each of us. This Agreement may
be included as an exhibit to such joint filing.
KKR ASSOCIATES
By: /s/ Scott M. Stuart
-------------------------------
Name: Scott M. Stuart
Title: General Partner
WHITEHALL ASSOCIATES, L.P.
By KKR Associates, its General
Partner
By: /s/ Scott M. Stuart
-------------------------------
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/ Ellen German Berndt
-------------------------------
Name: Ellen German Berndt
Title: Secretary
BORDEN HOLDINGS, INC.
By: /s/ Ellen German Berndt
-------------------------------
Name: Ellen German Berndt
Title: Secretary
DATED: October 20, 1997
