SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): August 6, 2001
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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 or Other Jurisdiction (Commission File (IRS Employer
or Incorporation) Number) Identification No.)
Highway 73, Geismar, Louisiana 70734
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(Address of Principal Executive Offices) (Zip Code)
(225) 673-6121
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(Registrant's Telephone Number, Including Area Code)
ITEM 5. Other Events.
On August 1, 2001 Borden Chemicals and Plastics Limited Partnership (the
"Registrant"), the sole limited partner of Borden Chemicals and Plastics
Operating Limited Partnership (BCP) announced that management has identified
issues relating to possible inaccuracies in the reporting of accounts payable
and inventory in BCP financial statements. Management believes that these issues
relate to certain accounting entries associated with the implementation of a
management information system, which occurred before the April 3, 2001
bankruptcy filing of BCP. As a result of these issues, the filing by BCP of its
June operating report with the Bankruptcy Court has been delayed, and it is
anticipated that the filing by the Registrant of its Form 10-Q for the quarterly
period ended June 30, 2001, will also be delayed.
ITEM 7. Financial Statements and Exhibits.
c. Exhibit
99.1 Press release dated August 1, 2001 entitled "Borden
Chemicals and Plastics Limited Partnership Announces
Financial Reporting Issues and Reporting Delay".
SIGNATURE
Pursuant to the requirements 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
Date: August 6, 2001
By: /s/ Robert R. Whitlow, Jr.
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Vice President and
Chief Financial Officer
(Principal Accounting Officer &
Duly Authorized Signing
Officer)
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BCP a Delaware Limited Partnership
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Borden Chemicals and Plastics
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BCP Management, Inc., General Partner
Note to Editors: Borden Chemicals and Plastics Operating Limited Partnership
(BCP) is a separate and distinct entity from Borden, Inc., and its subsidiary,
Borden Chemical, Inc. Please refer to Borden Chemicals and Plastics Operating
Limited Partnership as "BCP"or "Borden Chemicals and Plastics," not as "Borden"
or "Borden Chemicals."
CONTACT:
Patrick Gallagher
Edward Howard & Co.
(216) 781-2400
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
ANNOUNCES FINANCIAL REPORTING ISSUES AND REPORTING DELAY
COLUMBUS, OHIO - AUGUST 1, 2001 - Borden Chemicals and Plastics Limited
Partnership (BCPLP) (OTC: BCPUQ), the sole limited partner of Borden Chemicals
and Plastics Operating Limited Partnership (BCP), today announced that
management has identified issues relating to possible inaccuracies in the
reporting of accounts payable and inventory in BCP financial statements.
Management believes that these issues relate to certain accounting entries
associated with the implementation of a management information system, which
occurred before the April 3, 2001 bankruptcy filing of BCP. As a result of these
issues, the filing by BCP of its June operating report with the Bankruptcy Court
has been delayed, and it is anticipated that the filing by BCPLP of its Form
10-Q for the quarterly period ended June 30, 2001, will also be delayed.
On July 31, BCP informed the Office of the U.S. Trustee, the Official Committee
of Unsecured Creditors and its secured lenders of its discovery of these issues.
In commenting on these meetings, Mark J. Schneider, president and chief
executive officer, BCP Management, Inc., the general partner of BCP, said, "We
advised these constituencies of the issues and that we and our external auditors
have begun a full investigation. We appreciate their understanding. We believe
that these accounting issues do not reduce availability under the present
debtor-in-possession credit facility (DIP facility). Our secured lenders have
expressed their willingness to support us in accordance with the DIP facility."
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BCPLP ANNOUNCES FINANCIAL REPORTING ISSUES / P. 2
It has not yet been determined whether the issues that have been identified to
date relate to income statements as well as balance sheets, or what the impact
will be on financial information previously issued by BCPLP and/or filings
previously made by BCP with the Bankruptcy Court. However, subject to the
completion of the investigation and further analysis, management preliminarily
estimates the negative impact of any possible inaccuracies to be in the range of
$10 million to $20 million.
As previously announced, management continues to pursue strategic alternatives
for BCP, which could include a potential merger, joint venture or asset sale.
BCPLP and BCP are managed and operated by their general partner, BCP Management,
Inc. (BCPM). On April 3, 2001, BCP and its subsidiary, BCP Finance Corporation,
filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy
Code with the Bankruptcy Court for the District of Delaware. BCPM and BCPLP were
not included in the Chapter 11 filings. (Two other separate and distinct
entities, Borden, Inc., and its subsidiary, Borden Chemical, Inc., are not
related to the filings.)
# # #
This press release includes forward-looking statements subject to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. Our
use of the words "outlook," "intends," "believes," "anticipates," "estimate" and
similar words are intended to identify these statements as forward-looking.
These forward-looking statements represent our current judgment on what the
future holds and are based on a number of assumptions and forecasts. Actual
results may be materially different from those expressed or implied by such
statements. While BCP Management believes them to be reasonable, a number of
important factors could cause actual results to differ materially from those
projected. These factors include relatively small changes in PVC resin prices or
demand; changes in domestic capacity; changes in raw material and natural gas
costs; increased operating costs; loss of business from major customers;
availability of post-petition financing; negative market and credit impact from
the Chapter 11 filing; unanticipated expenses; substantial changes in financial
markets; labor unrest; foreign competition; major equipment failure;
unanticipated results in pending legal proceedings; and other factors.
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