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, 2001
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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;
(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; or the subject
quarterly report or transition report on Form 10-Q or 10-QSB,
or portion thereof, will be filed on or before the fifth
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, 2001 on or before April 1, 2001 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 reports and other
pending matters in the Chapter 11 bankruptcy proceeding of Registrant's
subsidiary operating partnership, Borden Chemicals and Plastics Operating
Limited Partnership ("BCP"), preparation of the voluntary petition under Chapter
11 of the U.S. Bankruptcy Code on behalf of Registrant's general partner, BCP
Management, Inc. and to the preparation of Registrant's Form 10-Q for the
quarter ended September 30, 2001, and the Form 10-Q for the quarter ended June
30, 2001. As a result, senior management and the directors of the general
partner of 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).
[_] Yes [X] No
Registrant has not yet filed a Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001 or a Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002.
(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 2, 2002 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:
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It is anticipated that net income for the year 2001 will decrease as
compared to 2000. The estimates prepared for the year ended 2001 reflect that
the net loss will increase from $98.4 million to approximately $260 million. The
anticipated reduction in net income is primarily attributable to the impairment
of fixed assets in the third and fourth quarters, and a decline in average
selling price and sales volumes.