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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission file number: 1-9699
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(Check one)
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended December 31, 2000
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[ ] Transition Report on Form
[ ] 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this from shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant Borden Chemicals and Plastics Limited Partnership
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Former name if applicable
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Address of principal executive office (Street and number)
36045 Highway 30
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City, state and zip code Geismar, LA 70734
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort of
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense.
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12-b-25 (c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
Registrant could not file its Annual Report on Form 10-K for the year ended
December 31, 2000 on or before April 2, 2000, because during the critical
pre-filing period, Registrant's senior management and key members of its
accounting and finance staff were required to devote substantially all of their
time and effort to matters relating to the preparation of voluntary petitions
under Chapter 11 of the U.S. Bankruptcy Code (which petitions were filed April
3, 2001) on behalf of Registrant's subsidiary operating partnership, Borden
Chemicals and Plastics Operating Limited Partnership ("BCP"), and BCP's
subsidiary, BCP Finance Corporation, and to the negotiation of
debtor-in-possession financing. As a result, senior management and the directors
of the general partner of the Registrant and BCP were not able to complete the
review process or to finalize the Annual Report on Form 10-K prior to the filing
date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Robert R. Whitlow, Jr. (225) 673-6121
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports (required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was require to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reason why a reasonable
estimate of the results cannot be made.
See attached.
Borden Chemicals and Plastics Limited Partnership
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 3, 2001 By /s/ Robert R. Whitlow
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ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001)
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
Attachment -- Part IV, Item 3:
In December 2000, BCP idled its acetylene plant and acetylene-based VCM
plant due to unfavorable economic conditions. Based on current and forecasted
economic conditions, BCP does not intend to restart these facilities in the
foreseeable future. As a result, the fixed assets and other related assets of
the idled facilities were reviewed for impairment and were determined to be
impaired under SFAS No. 121. Accordingly, Registrant recorded a $58.1 million
charge in 2000.
After the effect of this charge, the net loss incurred by Registrant
for the year ended December 31, 2000 was $83.9 million, vs. $23.9 million in
1999.