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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 8, 1997
Borden Chemicals and Plastics Limited Partnership
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(Exact name of registrant as specified in its charter)
Delaware 1-9699 31-1269627
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(State of incorporation) (Commission File (I.R.S. Employer
Number) Identification No.)
Highway 73
Geismar, Louisiana 70734
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 225-4482
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Item 5. Other Events.
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On April 8, 1997, Borden Chemicals and Plastics Limited
Partnership (the "Registrant") announced that the Board of Directors of BCP
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Management, Inc., the general partner (the "General Partner") of the Registrant,
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had unanimously approved on behalf of the Registrant a plan pursuant to which
the existing ownership interests in the Registrant will be exchanged for shares
of a newly formed corporation. Under the proposed conversion plan, which is
subject to unitholder approval, all unitholders will be entitled to exchange
their Units for common stock of the new corporation or, at their election, for
non-voting cumulative exchangeable preferred stock of the new corporation
(subject to certain limitations). A press release announcing the conversion is
attached hereto as Exhibit 99.1. The Agreement and Plan of Conversion pursuant
to which the conversion will take place is attached hereto as Exhibit 99.2.
The Registrant also announced that the Board of the General
Partner of the Registrant had unanimously approved on behalf of the Registrant
the implementation of a unitholder rights plan. In connection therewith a
distribution of one right (a "Right") to purchase one Unit of the Registrant
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will be made to each unitholder of record at the close of business on April 21,
1997. A pro rata distribution of Rights will also be made to the General Partner
in respect of its interest in the Registrant on that date. In the event that any
entity acquires 15% or more of the outstanding Units, each holder of a Right,
other than the acquiring entity, will be entitled to receive, upon payment of
the exercise price, that number of Units having a market value equal to two
times the exercise price. The Rights, which are not presently exercisable, have
an exercise price of $21. The press release attached hereto as Exhibit 99.1
provides further information on the rights plan. The Rights will be issued
pursuant to a Rights Agreement between the Registrant and Harris Trust and
Savings Bank. The Rights Agreement, which includes the form of Right certificate
as Exhibit A and a summary of the Rights as Exhibit B, is attached hereto as
Exhibit 99.3. An amendment to the partnership agreement of the Registrant
incorporating the terms of the Rights Agreement is attached as Exhibit 99.4
Item 7. Exhibits.
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99.1 Press Release dated April 8, 1997.
99.2 Agreement and Plan of Conversion, dated as of April 8, 1997 among
the Registrant, 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.
99.3 Rights Agreement, dated as of April 8, 1997, between the
Registrant 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.
99.4 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 Partnership 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 Report 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
By: /s/ James O. Stevning
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Name: James O. Stevning
Title: Chief Financial Officer
DATED: April 15, 1997
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated April 8, 1997.
99.2 Agreement and Plan of Conversion, dated as of April 8, 1997 among
the Registrant, 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.
99.3 Rights Agreement, dated as of April 8, 1997, between the
Registrant 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.
99.4 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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