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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Borden Chemicals and Plastics Limited Partnership
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(Exact name of registrant as specified in its charter)
Delaware 31-1269627
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Highway 73
Geismar, Louisiana 70734
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase Units New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
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Item 1. Description of Registrant's Securities to be Registered
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On April 8, 1997, BCP Management, Inc., the general partner (the "General
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Partner") of Borden Chemicals and Plastics Limited Partnership (the
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"Partnership") declared a distribution, to be made on April 21, 1997 (the
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"Record Date"), of (i) one common unit purchase right (a "Right") for each
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outstanding common unit (a "Unit"; collectively, the "Units") of the Partnership
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and (ii) such number of Rights as most closely approximates 1/99th of the number
of Units outstanding on the Record Date (in respect of the General Partner's
interest in the Partnership). The distribution is payable to the record holders
of Units on the Record Date and to the General Partner. Each Right entitles the
holder to purchase from the Partnership one Unit at a price of $21.00 (the
"Purchase Price"), subject to adjustment. The description and terms of the
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Rights are set forth in a Rights Agreement dated as of April 8, 1997 (the
"Rights Agreement") between the Partnership and Harris Trust and Savings Bank,
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as Rights Agent (the "Rights Agent").
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Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
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Person") have acquired beneficial ownership of 15% or more of the outstanding
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Units or (ii) 10 business days (or such later date as may be determined by
action of the General Partner prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding Units (the earlier of such dates being
called the "Distribution Date"), the Rights (other than those held by the
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General Partner) will be evidenced, with respect to any of the certificates for
Units outstanding as of the Record Date, by such certificates for Units together
with a copy of a Summary of Rights which will be sent to each unitholder of
record on the Record Date.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Units (or in the case of the General Partner, with the transfer of
the general partnership interest). A Right will be issued with each Unit issued
after the date of the initial issuance of the Rights and, subject to certain
exceptions, prior to the Distribution Date. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new certificates for Units
issued after the Record Date upon transfer or new issuances of Units will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Units outstanding as of the
Record Date, even without such notation or a copy of the Summary of Rights
referred to above, will also constitute the transfer of the Rights associated
with the Units represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
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Certificates") will be mailed to holders of record of the Units as of the close
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of business on the Distribution Date and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on the earliest to occur of (i) the effective date of the Merger
described in the
Agreement and Plan of Conversion, dated as of April 8, 1997, among the
Partnership, the General Partner, Borden Chemicals and Plastics Operating
Limited Partnership, BCP Chemicals and Plastics Inc., BCP Chemicals and Plastics
GP Inc. and BCP Chemicals and Plastics L.P. and (ii) April 8, 2007 (the "Final
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Expiration Date"), unless the Final Expiration Date is extended or unless the
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Rights are earlier redeemed or exchanged by the Partnership, in each case as
described below.
The Purchase Price payable, and the number of Units or other securities or
property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a distribution in the form
of Units, or a subdivision, combination or reclassification of the Units, (ii)
upon the grant to holders of the Units of certain rights or warrants to
subscribe for or purchase Units at a price, or securities convertible into Units
with a conversion price, less than the then-current market price of the Units or
(iii) upon the distribution to holders of the Units of evidences of indebtedness
or assets (excluding regular periodic cash distributions or distributions
payable in Units) or of subscription rights or warrants (other than those
referred to above).
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise of the Right at the then current exercise price of the Right, that
number of Units having a market value of two times such exercise price.
In the event that, after a person or group has become an Acquiring Person,
the Partnership is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provision will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive, upon the exercise thereof of the Right at
the then current exercise price of the Right, that number of shares of common
stock, limited partnership interests or equivalent ownership interests of the
person with whom the Partnership has engaged in the foregoing transaction which
number of shares, limited partnership interests or equivalent ownership
interests at the time of such transaction will have a market value of two times
the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanidng
Units or the occurrence of an event described in the preceding paragraph, the
General Partner on behalf of the Partnership may exchange the Rights (other than
Rights owned by such person or group which will have become void), in whole or
in part, at an exchange ratio of one Unit per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Units will be issued (other than fractions,
which may, at the election of the Partnership, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash
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will be made based on the market price of the Units on the last trading day
prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the General
Partner on behalf of the Partnership may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
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the Rights may be made effective at such time, on such basis and with such
conditions as the General Partner on behalf of the Partnership in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
For so long as Rights are then redeemable, the Partnership may, except with
respect to the redemption price, amend the Rights in any manner. After the
Rights are no longer redeemable the Partnership may, except with respect to the
Redemption Price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a unitholder of the Partnership, including, without limitation, the
right to vote or to receive distributions.
This summary description of the Rights is qualified in its entirety by
reference to the Rights Agreement, as amended from time to time, which is
attached as an exhibit hereto and is hereby incorporated by reference herein.
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Item 2. Exhibits.
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1. Rights Agreement, dated as of April 8, 1997, between the Partnership
and Harris Trust and Savings Bank which includes the form of Right
Certificate as Exhibit A and a Summary of Rights to Purchase Units as
Exhibit B.
2. Agreement and Plan of Conversion, dated as of April 8, 1997 among the
Partnership, the General Partner, Borden Chemicals and Plastics
Operating Limited Partnership, BCP Chemicals and Plastics Inc., BCP
Chemicals and Plastics GP Inc. and BCP Chemicals and Plastics L.P.
3. Press Release dated April 8, 1997.
4. Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of December 15, 1998, (previously filed as an
exhibit to the joint Registration Statement on Form S-1 and Form S-3
of the Partnership, Borden, Inc. and Borden Delaware Holdings, Inc.
(File No. 33-25371) and incorporated by reference herein).
5. First Amendment, dated as of April 8, 1997, to the Amended and
Restated Agreement of Limited Partnership, dated as of December 15,
1988, of the Partnership, entered into by and among the General
Partner and the limited partners of the Partnership.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized.
BORDEN CHEMICALS AND PLASTICS
LIMITED PARTNERSHIP
By: BCP Management, Inc., its general partner
DATED: April 15, 1997 By: /s/ James O. Stevning
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Name: James O. Stevning
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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1. Rights Agreement, dated as of April 8, 1997, between the
Partnership and Harris Trust and Savings Bank which includes the
form of Right Certificate as Exhibit A and a Summary of Rights
to Purchase Units as Exhibit B.
2. Agreement and Plan of Conversion, dated as of April 8, 1997
among the Partnership, the General Partner, Borden Chemicals and
Plastics Operating Limited Partnership, BCP Chemicals and
Plastics Inc., BCP Chemicals and Plastics GP Inc. and BCP
Chemicals and Plastics L.P.
3. Press Release dated April 8, 1997.
4. Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of December 15, 1998, (previously filed as
an exhibit to the joint Registration Statement on Form S-1 and
Form S-3 of the Partnership, Borden, Inc. and Borden Delaware
Holdings, Inc. (File No. 33-25371) and incorporated by reference
herein).
5. First Amendment, dated as of April 8, 1997, to the Amended and
Restated Agreement of Limited Partnership, dated as of December
15, 1988, of the Partnership, entered into by and among the
General Partner and the limited partners of the Partnership.
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