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)
Form 10-K and Form 10-KSB Form 11-K
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Form 20-F x Form 10-Q and Form 10-QSB Form N-SAR
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For period ended JUNE 30, 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
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
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 Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001 on or before August 14, 2001, because in July and
early August, 2001, Registrant's management identified issues relating to
possible inaccuracies in the reporting of accounts payable and inventory in the
financial statements of Registrant's subsidiary operating partnership, Borden
Chemicals and Plastics Operating Limited Partnership ("BCP"). Registrant's
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. 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 Registrant. As a result of these issues,
management has been unable to complete the Quarterly Report on Form 10-Q.
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
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(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
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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: August 15, 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:
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While Registrant's management has identified issues relating to possible
inaccuracies in the reporting of accounts payable and inventory in the financial
statements of Registrant's subsidiary operating partnership, BCP, 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 Registrant. 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.