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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) AUGUST 15, 1997
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MELAMINE CHEMICALS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-16032 64-0475913
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(State or other jurisdiction (Commission (IRS Employer Identification
of incorporation) File Number) No.)
HIGHWAY 18 WEST
DONALDSONVILLE, LOUISIANA 70346
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICER) (ZIP CODE)
Registrant's telephone number, including area code (504) 473-3121
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ITEM 5. OTHER EVENTS
On August 15, 1997, the Registrant issued the press release filed herewith
as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits.
99. Press release dated August 15, 1997.
99.1 Letter dated August 14, 1997 from Paul W. Chellgren to James W. Crook.
99.2 Letter dated August 15, 1997 from James W. Crook to Paul W. Chellgren.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MELAMINE CHEMICALS, INC.
Date: August 15, 1997 /s/ Wayne D. DeLeo
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Wayne D. DeLeo
Vice President & Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Page
No. Exhibit Number
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99 Press Release dated August 15, 1997 5
99.1 Letter dated August 14, 1997 from Paul W. Chellgren
to James W. Crook 6
99.2 Letter dated August 15, 1997 from James W. Crook
to Paul W. Chellgren 7
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For: MELAMINE CHEMICALS, INC. Contact: RON COMO & ASSOCIATES, INC.
P.O. Box 748 74 Trinity Place
Donaldsonville, LA 70346 New York, NY 10006
Fred Huber, President & CEO Telephone: (212) 227-3010
Wayne D. DeLeo, Vice President & CFO
Telephone: (504) 473-3121 August 15, 1997
Immediate Release
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DONALDSONVILLE, LOUISIANA, AUGUST 15, 1997--Melamine Chemicals, Inc.
(NASDAQ-MTWO) announced today that Ashland, Inc. has increased its offer to
purchase the Company from $12.50 to $14.75 per share.
The increased offer was contained in a letter dated August 14, 1997 from
Paul W. Chellgren, Chairman of the Board and Chief Executive Officer of
Ashland, to James W. Crook, Chairman of the Board of Melamine. The increased
offer follows Ashland's proposal of June 27, 1997 to purchase all of the
Melamine shares not currently owned by Ashland for $12.50 per share.
Subsequent to receiving the initial offer, Melamine engaged Goldman, Sachs &
Co. as its financial advisor to assist it in evaluating the Ashland offer in
light of the alternatives that might be available to the Company. The Company
has advised Ashland that it will respond to the increased offer in due course.
Melamine Chemicals, Inc. is engaged in the production and marketing of
melamine. The Company is also active in the development of new melamine
process and application technology. The Company is one of only two producers
of melamine in North America and one of the three largest producers worldwide.
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EXHIBIT 99.1
August 14, 1997
Mr. James W. Crook
Chairman of the Board
Melamine Chemicals, Inc.
P.O. Box 748
River Road, Highway 18
Donaldsonville, LA 70346
Dear Jimmy:
This follows my June 27, 1997 letter in which Ashland Inc. expressed an
interest in purchasing all of the issued and outstanding shares of Melamine
Chemicals, Inc. not owned by Ashland. We continue to have such an interest.
More than six weeks have passed and we have not yet received a formal response
to our expression of interest, although you and I did have a telephone
conversation.
We are pleased that you have retained Goldman Sachs. We have received a draft
Secrecy Agreement from Goldman on behalf of Melamine. However, we are
unwilling to sign this agreement in its current form because of the provisions
in the "standstill" paragraph. We believe that it is not in the best interests
of the shareholders of Melamine for potential buyers to be encumbered by such
restrictions.
Having said this, it continues to be our desire to engage in a friendly
negotiated transaction and, subject to a due diligence review and the signing
of a definitive agreement containing customary terms and conditions (which
would include, among other things, that no material adverse change will have
occurred with respect to the business, financial condition, capital structure
or prospects of Melamine), Ashland is hereby increasing its conditional offer
to a price of $14.75 per share to be paid in cash to all shareholders at
closing. This offer is not contingent upon financing. We are prepared to act
quickly to bring a transaction to closing. While it continues to be our very
strong preference to work with you toward a negotiated transaction, in the
event you do not wish to proceed jointly at this time, Ashland will consider
alternative approaches.
I am asking for a definitive response to this offer from you no later than
close of business on August 25, 1997. I look forward to your response.
Sincerely yours
Paul W. Chellgren
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EXHIBIT 99.2
August 15, 1997
Mr. Paul W. Chellgren VIA TELECOPY AND MAIL
Chairman of the Board and
Chief Executive Officer
Ashland, Inc.
P. O. Box 391
Ashland, KY 41114
Dear Paul:
Thank you for your letter of August 14, increasing the price of your offer to
acquire the outstanding stock of Melamine Chemicals, Inc. As you know,
subsequent to receiving your letter of June 27, we engaged Goldman, Sachs & Co.
as our financial advisor to assist us in evaluating your offer in light of the
alternatives that might be available to us.
With respect to the "standstill" provision in the draft confidentiality
agreement submitted to you by Goldman, Sachs, we have been advised both by
Goldman and outside legal counsel that such provisions are customary, and we
believe that Ashland should not be permitted access to confidential Company
information except under conditions that the Company would impose on any other
third party.
The Company will continue to work with Goldman, Sachs to evaluate your revised
offer, and we will respond to it in due course.
Sincerely yours,
James W. Crook
Chairman
