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): February 25 , 2002
-----------------------
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
- ------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Delaware 1-9699 31-1269627
- ---------------------- ----------- ---------------
(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
Highway 73, Geismar, Louisiana 70734
- --------------------------------------- ----------------
(Address of Principal Executive Offices) (Zip Code)
(225) 673-6121
--------------
(Registrant's Telephone Number, Including Area Code)
ITEM 9. Regulation FD Disclosure
On February 25, 2002 BCP Management, Inc., the General Partner of Borden
Chemicals and Plastics Limited Partnership (the "Registrant"), sent a letter to
unitholders who owned units during 2001 informing them that K-1 tax information
would not be mailed until on or about April 1. The letter also provides an
update on the bankruptcy proceedings of the Registrant's operating subsidiary,
Borden Chemicals and Plastics Operating Limited Partnership, and certain tax
information that may be of interest to all unitholders.
ITEM 7. Financial Statements and Exhibits.
c. Exhibit
99.1 Letter to unitholders dated February 25, 2002.
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 hereunto duly authorized.
BORDEN CHEMICALS AND PLASTICS
LIMITED PARTNERSHIP
By: BCP Management, Inc., its General Partner
Date: February 25, 2002
/s/ Robert R. Whitlow, Jr.
By:
-----------------------------------------
Vice President, Treasurer and
Chief Financial Officer
2
BCP
February 22, 2002
Dear Unitholder:
As a unitholder of Borden Chemicals and Plastics Limited Partnership (BCPLP)
during 2001, you will be receiving K-1 information for tax reporting purposes.
The K-1 information will be mailed on or about April 1.We apologize for any
-----------------------------------------------------------
inconvenience that this delayed mailing may cause.
As you know, on April 3, 2001, Borden Chemicals and Plastics Operating Limited
Partnership (BCP) and its subsidiary, BCP Finance Corporation, filed voluntary
petitions for protection under Chapter 11 of the U.S. Bankruptcy Code. BCP is
the subsidiary operating partnership of BCPLP.
In connection with the announcement of the bankruptcy filing in April, we stated
that it was unlikely that the publicly traded units of BCPLP would have any
value following resolution of the Chapter 11 process or that BCPLP unitholders
would receive any distribution as a result of any asset sales or plan of
reorganization. THAT OUTLOOK HAS NOT IMPROVED.
Since the April 3rd filing and as of the above date, BCP has continued to
operate under bankruptcy court protection while it seeks to develop and
implement a plan of financial reorganization. Unitholders of BCPLP are not
expected to be parties to any plan of reorganization of BCP. At the time of the
filing, BCP had assets of $342.5 million and liabilities of $360.4 million (as
subsequently reported in the 10-Q/A for the period ended March 31, 2001),
including outstanding long-term debt of more than $280 million.
In October 2001, the Bankruptcy Court approved a motion for the sale of
substantially all of BCP's assets as in the best interests of BCP's creditors.
In December 2001, the Court approved an agreement for the sale of BCP's Addis,
Louisiana facility. As of this writing, the Addis sale has not yet closed, and
BCP continues to negotiate with prospective buyers for the possible sale of the
Illiopolis and Geismar plants. There is no guarantee that sales of Illiopolis or
Geismar will be consummated.
At this time, sales of BCP assets are not expected to generate enough cash to
make a distribution to unitholders OR to satisfy all of BCP's debts. For federal
income tax purposes, unitholders are allocated their share of income, gains,
losses, deductions and credits, which flow to them from BCP through BCPLP, even
if they receive no cash distribution. Sales of BCP assets may, and discharge of
indebtedness income resulting from the anticipated nonpayment of certain BCP
debts will, result in the allocation of ordinary income and/or capital gain to
unitholders in 2002 or later years, without receipt of a cash distribution from
which to pay any tax liability. Due to income characterization differences,
timing considerations and other potential factors, a unitholder's tax liability
attributable to such income and/or gain may exceed, and not be offset by, any
tax benefits resulting from any losses attributable to the unitholder's
allocable share of operating results of BCP or the unitholder's subsequent
disposition or write-off of BCPLP units. The actual tax impact to a unitholder
is dependent on the unitholder's overall tax circumstance. UNITHOLDERS SHOULD
CONSULT WITH THEIR PERSONAL TAX ADVISORS REGARDING THE FEDERAL, STATE, LOCAL
AND/OR FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING OR DISPOSING OF UNITS.
Management expects to continue to issue news releases via Business Wire about
material developments during the Chapter 11 process. Such releases may be
accessed on Bloomberg.com, TheStreet.com, Pinksheets.com and other financial Web
sites by using the stock symbol BCPUQ. In addition, BCPLP will continue making
periodic filings with the Securities and Exchange Commission, as required.
Unitholders who own units in 2002 can expect to receive a Schedule K-1 for 2002
but, due to cost constraints, should not expect to receive any further
correspondence from management.
Sincerely,
BCP MANAGEMENT, INC.