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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Melamine Chemicals, Inc.
(Name of issuer)
Common Stock
(Title of class of securities)
585332 10 9
(CUSIP number)
Thomas L. Feazell
1000 Ashland Drive
Russell, KY 41169
(606) 329-3403
(Name, address and telephone number of person
authorized to receive notices and communications)
August 14, 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. X
CUSIP No. 585332 10 9 13D
1 NAME OF REPORTING PERSONS Ashland Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
61-0122250
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Not Applicable (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,275,000 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,275,000 shares
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
14 TYPE OF REPORTING PERSON
CO
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Ashland Inc. ("Ashland") hereby amends and supplements its
Schedule 13D (the "Schedule 13D") originally filed with the
Securities and Exchange Commission on June 30, 1997, relating to
Ashland's ownership of Common Stock, par value $.01 per share, of
Melamine Chemicals, Inc. ("MCI"), as set forth in this Amendment
No 1. Capitalized terms not defined herein have the meanings
assigned thereto in the Schedule 13D.
Item 4. Purpose of Transaction:
Item 4 of the Schedule 13D is hereby amended to read in its
entirety as follows:
"On June 27, 1997, Paul W. Chellgren, Chairman of the Board and
Chief Executive Officer of Ashland, sent a letter to James W.
Crook, Chairman of the Board of MCI, which included an offer to
purchase all the issued and outstanding shares of Stock that
Ashland does not already own at a price of $12.50 per share in
cash at closing in a friendly, negotiated transaction. The offer
was subject to a due diligence review, Ashland Board approval,
negotiation of a definitive agreement and assurances of an
acceptable long-term raw material supply arrangement. Mr.
Chellgren's letter requested a reply from MCI no later than the
close of business on July 17, 1997. A copy of Mr. Chellgren's June
27, 1997, letter is attached as an exhibit to Ashland's Schedule
13D filed on June 30, 1997.
On July 16, 1997, Mr. Crook telephoned Mr. Chellgren to inform him
that MCI had engaged Goldman, Sachs & Co. as its financial advisor
and that MCI did not expect to be able to meet Ashland's July 17th
deadline.
On August 14, 1997, Mr. Chellgren sent a letter to Mr. Crook which
stated that Ashland continues to have an interest in purchasing
all the issued and outstanding shares of Stock that Ashland does
not already own. The August 14, 1997, letter also included an
offer to purchase all the issued and outstanding shares of Stock
that Ashland does not already own at a price of $14.75 per share
to be paid in cash to all shareholders at closing. The offer is
not contingent upon financing. The offer is subject to a due
diligence review and to the signing of a definitive agreement
containing customary terms and conditions (which would include,
among others, that no material adverse change will have occurred
with respect to the business, financial condition, capital
structure or prospects of
MCI). The August 14, 1997 letter also stated that, while it
continues to be Ashland's very strong preference to work with MCI
toward a negotiated transaction, in the event MCI does not wish to
proceed jointly at this time, Ashland will consider alternative
approaches. Mr. Chellgren requested a definitive response to
Ashland's increased offer no later than the close of business on
August 25, 1997. A copy of the August 14, 1997, letter is attached
as an exhibit hereto."
Item 7. Material to be Filed as Exhibits:
Item 7 of the Schedule 13D is hereby amended to add the following
exhibit:
(1) The Acquisition of Issuer Control, Liquidation, Sale of
Assets, Merger, or Change in Business or Corporate Structure:
Exhibit 99.1 - Letter dated August 14, 1997 from Paul W.
Chellgren to James W. Crook
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.
August 14, 1997
/s/ Thomas L. Feazell
------------------------------
Thomas L. Feazell
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit
No. Description
- ----- --------------------------------------------------------
99.1 Letter dated August 14, 1997 from Paul W.Chellgren to
James W. Crook
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,
/s/ Paul W. Chellgren
Paul W. Chellgren
Chairman of the Board
and Chief Executive Officer