<PAGE> 1
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) OCTOBER 9, 1997
---------------------
MELAMINE CHEMICALS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-16032 64-0475913
- ------------------------------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) No.)
HIGHWAY 18 WEST
DONALDSONVILLE, LOUISIANA 70346
- ------------------------------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICER) (ZIP CODE)
</TABLE>
Registrant's telephone number, including area code (504) 473-3121
------------------
<PAGE> 2
ITEM 5. OTHER EVENTS
On October 9, 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 October 9, 1997.
<PAGE> 3
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: October 9, 1997 /s/ Wayne D. DeLeo
------------------------------
Wayne D. DeLeo
Vice President &
Chief Financial Officer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
No. Exhibit Number
- ---------- ------------------------------------------------------------- ------
<S> <C> <C>
99 Press Release dated October 9, 1997 5
</TABLE>
<PAGE> 1
FOR IMMEDIATE RELEASE
Contact:
For: BORDEN CHEMICAL, INC.
Peter Loscocco
Telephone: (614) 225-4127
Fax: (614) 225-4465
For: MELAMINE CHEMICALS, INC.
Fred Huber, President & Chief Executive Officer
Wayne D. DeLeo, Vice President & Chief Financial Officer
Telephone: (504) 473-3121
Fax: (504) 473-0550
BORDEN CHEMICAL, INC.
AGREES TO ACQUIRE
MELAMINE CHEMICALS, INC.
COLUMBUS, OH and DONALDSONVILLE, LA, OCTOBER 9, 1997--Borden, Inc. and Melamine
Chemicals, Inc. (NASDAQ: MTWO) today announced that Borden Chemical, Inc., a
subsidiary of Borden, Inc., has agreed to acquire Melamine Chemicals for $20.50
per share in a cash tender offer, pursuant to a definitive merger agreement
that has been approved by the Boards of Directors of both companies. ChemFirst
Inc., which owns approximately 23% of the outstanding Melamine Chemicals shares
has agreed to support the acquisition, including by tendering its shares in the
tender offer.
Joseph Saggese, Chairman, President and Chief Executive Officer of
Borden Chemical said: "The acquisition of Melamine Chemicals adds a
complementary product to Borden Chemical's forest products and specialty resin
business portfolio. Melamine Chemical's strong industry position in melamine
offers us a unique opportunity to leverage our technologies and solidify Borden
Chemical's leadership in key specialty resin market segments."
Fred Huber, President and Chief Executive Officer of Melamine
Chemicals, said: "We believe that the proposed merger with Borden provides
excellent value for our stockholders, security for our employees and solid
growth opportunities for both Borden and Melamine Chemicals."
<PAGE> 2
Under the merger agreement, a wholly owned subsidiary of Borden
Chemical will commence within five business days an all-cash tender offer for
all Melamine Chemicals outstanding shares for a purchase price of $20.50 per
share. Following successful completion of the tender offer, Borden Chemical
will acquire for the same cash price any shares that are not tendered by means
of a merger of Melamine Chemicals with a wholly owned subsidiary of Borden
Chemical. The tender offer will be subject to, among other things, the valid
tender of offer at least 51% of the outstanding Melamine Chemicals shares on a
fully diluted basis, the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
certain other conditions. The tender offer will be made only through
definitive tender offer documents, which will be filed with the Securities and
Exchange Commission and mailed to the stockholders.
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.
Based in Columbus, Ohio, Borden Chemical is a leading global producer
and supplier of formaldehyde, resins, coatings and other chemical products used
in forest products, foundry and other industrial applications.
* * * * *
