EXHIBIT (C)(3)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger (the "Amendment"),
dated as of November 10, 1997, is by and among Xxxxxx Chemical, Inc., a Delaware
corporation ("Parent"), MC Merger Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Sub"), and Melamine Chemicals, Inc., a Delaware
corporation (the "Company").
WHEREAS, the Company, Parent and Sub have entered into an Agreement and Plan
of Merger, dated as of October 9, 1997 (the "Merger Agreement"), pursuant to
which (i) Sub commenced a cash tender offer (the "Offer") to purchase all issued
and outstanding shares (the "Shares") of the Company's Common Stock, $.01 par
value per share (the "Common Stock"), and (ii) following the consummation of the
Offer, Sub will merge with and into the Company in accordance with the Delaware
General Corporation Law, with the result that the Company will become a
wholly-owned subsidiary of Parent; and
WHEREAS, the Company, Parent and Sub wish to amend the Merger Agreement in
certain respects;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Paragraphs (a) and (b) of Section 2.8 of the Merger Agreement are hereby
amended to read in their entirety as follows:
2.8 OPTIONS.
(a) Under the terms of the Melamine Chemicals, Inc. Second Amended and
Restated Long-Term Incentive Plan, effective July 31, 1987 (the "Old
Incentive Plan"), outstanding options granted under the Old Incentive Plan
will terminate upon the consummation of the Offer and the holders of such
options will be entitled, in exchange for their terminated options, to
payment, within sixty days thereafter, by the Company of an amount in cash
equal to (i) the excess of the Per Share Price over the per share exercise
price of the option, multiplied by (ii) the number of Shares that would
otherwise have been received upon exercise of the terminated option.
(b) Upon the Board's approval of the Offer and the Merger, outstanding
options (the "1996 Plan Options") granted under the Melamine Chemicals, Inc.
1996 Long-Term Incentive Plan, effective September 9, 1996 (the "1996
Incentive Plan" and, together with the Old Incentive Plan, the "Long-Term
Incentive Plans") will accelerate automatically to become fully exercisable.
In accordance with the terms of the 1996 Incentive Plan, the Company will
cause the Compensation Committee of its Board to cancel the 1996 Plan
Options upon consummation of the Offer and to pay to each holder of such
1996 Plan Options, within sixty days thereafter, an amount in cash equal to
the product of (i) the excess of the Per Share Price over the per share
exercise price of each of such holder's 1996 Plan Options, multiplied by
(ii) the number of Shares that would otherwise have been received upon
exercise of such holder's 1996 Plan Options.
All capitalized terms used but not otherwise defined herein have the
meanings attributed to them in the Merger Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf by its officers thereunto duly authorized, all as of
the date first written above.
XXXXXX CHEMICAL, INC.
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
MC MERGER CORP.
By: /s/ XXXXX X. XXXXXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: PRESIDENT
MELAMINE CHEMICALS, INC.
By: /s/ XXXXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: PRESIDENT & CHIEF EXECUTIVE OFFICER
The undersigned hereby irrevocably and unconditionally guarantees the
obligations of Xxxxxx Chemical, Inc. hereunder.
XXXXXX, INC.
By: /s/ XXXXX GERMAN XXXXXX
-----------------------------------------
Name: Xxxxx German Xxxxxx
Title: SECRETARY
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