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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. 2)
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 26, 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 (the
"Commission") on June 30, 1997, as amended by an
Amendment No. 1 (the "Amendment No. 1"), filed with the
Commission on August 14, 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 2. 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 add at
the end thereof the following:
"On August 26, 1997, MCI issued a press release stating
that Goldman, Sachs & Co. was continuing their review of
Ashland's offer and other available alternatives,
including the sale of MCI to buyers other than Ashland.
On August 26, 1997, Mr. Chellgren sent a letter to Mr.
Crook which stated that Ashland was gratified to have
confirmation that Goldman, Sachs & Co. is conducting a
structured process to solicit acquisition proposals from
other potential buyers. The August 26, 1997 letter also
confirmed that Ashland's offer of August 14, 1997 remains
outstanding. Ashland stands ready to purchase all the
issued and outstanding shares of MCI that it does not
already own at a price of $14.75 per share in cash,
subject to confirmatory due diligence and the signing of
a definitive merger agreement with customary terms and
conditions. The August 26, 1997 letter also stated that
because it has been Ashland's experience that a process
such as the one undertaken by Goldman, Sachs & Co. should
take approximately 90 days, and because MCI is now nearly
60 days into the process, Ashland would hope to see the
process completed by October 1, 1997 and that Ashland
will review the status of the process and re-evaluate
alternative approaches at that time. A copy of the August
26, 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 26, 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 26, 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 26, 1997 from Paul W.Chellgren to
James W. Crook
EXHIBIT 99.1
[ASHLAND LOGO]
ASHLAND INC. P.O. Box 391 ASHLAND, KENTUCKY 41114 PHONE (606) 329-3333
PAUL W. CHELLGREN
Chairman of the Board and
Chief Executive Officer
(606) 329-3024
(606) 329-3559 (FAX)
August 26, 1997
Mr. James W. Crook
Chairman of the Board
Melamine Chemicals, Inc.
P.O. Box 748
Donaldsonville, LA 70346
Dear Jimmy,
We were 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 is 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 the status of your process and will re-evaluate alternative
approaches.
We look forward to a continuing dialogue on this important matter.
Sincerely yours,
/s/ Paul W. Chellgren
Paul W. Chellgren