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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 27, 1997
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MELAMINE CHEMICALS, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 0-16032 64-0475913
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) No.)
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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 27, 1997, the Registrant issued the press release filed herewith
as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibits.
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99. Press release dated August 27, 1997.
99.1 Letter dated August 26, 1997 from Paul W. Chellgren
to James W. Crook
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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 27, 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
No. Exhibit
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99 Press Release dated August 27, 1997
99.1 Letter dated August 26, 1997 from Paul W. Chellgren
to James W. Crook
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EXHIBIT 99
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For: MELAMINE CHEMICALS, INC. Contact: RON COMO & ASSOCIATES, INC.
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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 27, 1997
Immediate Release
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DONALDSONVILLE, LOUISIANA, AUGUST 27, 1997--Melamine Chemicals, Inc.
(NASDAQ-MTWO) announced today that it received a letter on August 26 from
Ashland Inc. confirming its offer of August 14, 1997 to purchase all of the
issued and outstanding shares of the Company that it does not own at a price of
$14.75 per share.
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 26, 1997
Mr. James W. Crook
Chairman of the Board
Melamine Chemicals, Inc.
Post Office Box 748
Donaldsonville, LA 70346
Dear Jimmy:
We are very pleased to see the Melamine Chemicals, Inc. press release this
morning in which you reiterated your plans to engage Goldman Sachs to assist
you in reviewing our offer to purchase the outstanding shares of Melamine
Chemicals, Inc. It is also gratifying to have confirmation that Goldman Sachs
in conducting a structured process to solicit acquisition proposals from other
potential buyers. We continue to believe that such a process is in the best
interest of the Melamine shareholders, including Ashland Inc.
In light of your board's decision to move forward in this fashion, we wish to
confirm that our offer of August 14, 1997 remains outstanding. Ashland stands
ready to purchase all of the issued and outstanding shares of Melamine that it
does not already own at a price of $14.75 per share. The offer is subject to
confirmatory due diligence and the signing of a definitive agreement containing
customary terms and conditions. As I noted in my August 14 letter, this is an
all cash offer which is not contingent upon financing.
We trust that our offer will receive full and fair consideration from the
Melamine Board as it explores alternatives to maximize value for the Melamine
shareholders. It has been our experience that a process, such as the one
undertaken by Goldman Sachs, should take approximately 90 days. As you are now
nearly 60 days into the process, we would hope to see a conclusion to the
process by about October 1, 1997. At that time, Ashland will review that status
of your process and will re-evaluate alternative approaches.
We look forward to a continuing dialogue on this importation matter.
Sincerely,
Paul W. Chellgren
bq
