MELAMINE CHEMICALS INC
8-K, 1997-07-01
INDUSTRIAL INORGANIC CHEMICALS
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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)       JUNE 30, 1997
                                                -----------------------------


                          MELAMINE CHEMICALS, INC.
- -----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





          DELAWARE                     0-16032                 64-0475913    
- -----------------------------------------------------------------------------
(State or other jurisdiction   (Commission File Number)     (IRS Employer 
   of incorporation)                                      Identification No.)
              
                                                                 



       HIGHWAY 18 WEST
 DONALDSONVILLE, LOUISIANA                                70346              
- -----------------------------------------------------------------------------
(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 June 30, 1997, the Registrant issued the press release filed herewith as
Exhibit 99.


ITEM 7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

    Not applicable.
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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:  June 30, 1997                    /s/ WAYNE D. DELEO    
                                        ----------------------------------------
                                        Wayne D. DeLeo
                                        Vice President & Chief Financial Officer
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                              INDEX TO EXHIBITS


Exhibit                                                                Page
  No.                              Exhibit                            Number
- -------                 ---------------------------------             ------  

   99                   Press Release dated June 30, 1997               5


<PAGE>   1
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

                                                     June 30, 1997
                                                     Immediate Release

DONALDSONVILLE, LOUISIANA, JUNE 30, 1997--Melamine Chemicals, Inc. (Nasdaq NMS:
MTWO) announced today that it has received an unsolicited proposal from one of
its principal stockholders, Ashland, Inc., to acquire in a negotiated
transaction all of Melamine's outstanding stock that Ashland does not currently
own in exchange for $12.50 cash per share.  Ashland currently owns 1,275,000
shares, representing 23.1% of Melamine's outstanding common stock.  Ashland has
indicated that its proposal is subject to due diligence and certain other
conditions.  Ashland has requested that the Company respond to the proposal by
July 17.

         James W. Crook, Chairman of the Board of Melamine, stated that
Ashland's proposal came as a surprise and that Melamine's Board will review and
respond to the proposal over the next several weeks.  Mr. Crook also stated
that the Company will have no further comment until the Board acts on Ashland's
proposal.

         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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