-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PZDnv1nV3n1RqOUoDnUw/pracyGrmo87hQ/IkcmGtQEYh9Joiv+2cuJTn1VpAkFW PWwsY/nilJZSXEW7pLWC1g== 0000910484-98-000065.txt : 19980518 0000910484-98-000065.hdr.sgml : 19980518 ACCESSION NUMBER: 0000910484-98-000065 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980515 EFFECTIVENESS DATE: 19980515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING CHEMICALS HOLDINGS INC /TX/ CENTRAL INDEX KEY: 0000795662 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 760185186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52795 FILM NUMBER: 98624543 BUSINESS ADDRESS: STREET 1: 1200 SMITH ST, SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 BUSINESS PHONE: 7136503700 MAIL ADDRESS: STREET 1: 1200 SMITH ST SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS INC /TX/ DATE OF NAME CHANGE: 19961218 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS HOLDINGS INC DATE OF NAME CHANGE: 19960828 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS INC DATE OF NAME CHANGE: 19920703 S-8 1 STERLING CHEMICALS HOLDINGS, INC. FORM S-8 As filed with the Securities and Exchange Commission on May 15, 1998 Registration No. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STERLING CHEMICALS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 76-0185186 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 Smith Street Suite 1900 Houston, Texas 77002-4312 (713) 650-3700 (Address, including zip code, and telephone number of Principal Executive Offices) STERLING CHEMICALS HOLDINGS, INC. OMNIBUS STOCK AWARDS AND INCENTIVE PLAN (As Amended) (Full title of the plan) David G. Elkins Vice President, General Counsel and Secretary 1200 Smith Street Suite 1900 Houston, Texas 77002-4312 (713) 650-3700 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------------------------- copy to: Thomas M. Hart III, Esq. Andrews & Kurth L.L.P. 600 Travis, Suite 4200 Houston, Texas 77002 -------------------------------------------- CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Aggregate Title of Securities Amount to be Offering Price Offering Amount of to be Registered Registered(1) Per Share(2) Price(2) Registration Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share 1,000,000 Shares $8.25 $8,250,000.00 $2,433.75 - --------------------------------------------------------------------------------------------------------------------
(1) The number of shares of Common Stock registered herein is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee, based on the closing price of the Common Stock on May 11, 1998 of $8.25. ================================================================================ PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of this registration statement on Form S-8 (the "Registration Statement") will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act (the "Prospectus"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Sterling Chemicals Holdings, Inc. (the "Company") incorporates herein by reference the following documents as of their respective dates as filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's Annual Report on Form 10-K, as amended, for the fiscal year ended September 30, 1997; and (b) The Company's Quarterly Report on Form 10-Q, as amended, for the fiscal quarter ended December 31, 1997; and (c) The Company's Quarterly Report on Form 10-Q, for the fiscal quarter ended March 31, 1998; and (d) The description of the Company's common stock, par value $0.01 per share, contained in the Company's registration statement on Form 8-A (File No. 1-10059) filed with the Commission on September 22, 1988. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this Registration Statement and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of the Registration Statement and the Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement or the Prospectus. ITEM 4. DESCRIPTION OF SECURITIES. The information required by Item 4 is not applicable to this Registration Statement since the class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None II-2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware ("DGCL") empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Article VIII of the Company's Restated Bylaws ("Article VIII") provides for indemnification to the maximum extent permitted under the laws of the State of Delaware; however, absent the affirmative vote of a majority of the Board of Directors, no indemnification may be made to any person (i) for amounts actually paid to such person pursuant to one or more policies of directors and officers liability insurance maintained by the Company or other funding arrangement provided by the Company, (ii) in respect of remuneration paid to such person if it is determined by a final judgment or other final adjudication that payment of such remuneration was in violation of applicable law, (iii) on account of such person's conduct which is finally adjudged to constitute willful misconduct or to have been knowingly fraudulent, deliberately dishonest or from which such person derives an improper personal benefit, or (iv) on account of any suit in which final judgment is rendered against such person for an accounting of profits made from the sale or II-3 purchase by such person of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act. Indemnification under Article VIII covers the advancement of expenses, including attorneys fees. Article VIII constitutes a continuing offer to all present and future directors and officers of the Company. In addition, Article VI of the Company's Restated Certificate of Incorporation provides that the Company shall indemnify its officers, directors and certain employees to the fullest extent permitted by law. Also, the Company has entered into separate indemnification agreements with each of its officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The information required by Item 7 is not applicable to this Registration Statement. ITEM 8. EXHIBITS. Exhibit Number Description 4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference). 4.2 Restated Bylaws of the Company (filed as Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996 and incorporated herein by reference). 4.3 Sterling Chemicals Holdings, Inc. Omnibus Stock Awards and Incentive Plan, as amended (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 and incorporated herein by reference). 4.4 Stockholders Agreement (filed as Exhibit 4.10 to the Registration Statement on Form S-1/A of STX Acquisition Corp. and STX Chemicals Corp. (File No. 333-04343) (filed with the Commission on July 3, 1996 and incorporated herein by reference). 4.5 First Amendment to Sterling Chemicals Holdings, Inc. Stockholder's Agreement (filed as Exhibit 4.7 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 and incorporated herein by reference). 4.6 Registration Rights Agreement (filed as Exhibit 4.11 to the Registration Statement on Form S-1/A of STX Acquisition Corp. and STX Chemicals Corp. (File No. 333-04343) (filed with the Commission on July 3, 1996 and incorporated herein by reference). 4.7 Amended and Restated Voting Agreement (filed as Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference). 4.8 Tag-Along Agreement (filed as Exhibit 4.13 to the Registration Statement on Form S-1/A of STX Acquisition Corp. and STX Chemicals Corp. (File No. 333-04343) (filed with the Commission on August 12, 1996 and incorporated herein by reference). 5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered. 15.1* Letter relating to unaudited Interim Financial Information from Deloitte & Touche LLP. 23.1* Consent of Deloitte & Touche LLP. 23.2* Consent of Coopers & Lybrand L.L.P. II-4 23.3* Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration Statement). 24.1* Powers of Attorney (set forth on the signature page of this Registration Statement). - ---------------------------- *filed herewith ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 of this Registration II-5 Statement, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 15th day of May, 1998. STERLING CHEMICALS HOLDINGS, INC. By: /s/ PETER W. DE LEEUW ---------------------------- Peter W. De Leeuw President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of STERLING CHEMICALS HOLDINGS, INC. (the "Company") hereby constitutes and appoints Peter W. De Leeuw, Gary M. Spitz and David G. Elkins, and each one of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE 15TH DAY OF MAY, 1998. Signature Title --------- ----- /s/ FRANK P. DIASSI Chairman of the Board of Directors - --------------------------- Frank P. Diassi /s/ PETER W. DE LEEUW President, Chief Executive Officer - --------------------------- and Director (Principal Executive Officer) Peter W. De Leeuw /s/ ROBERT W. ROTEN Vice Chairman of the Board of Directors - --------------------------- Robert W. Roten II-7 /s/ ALLAN R. DRAGONE Director - --------------------------- Allan R. Dragone /s/ JOHN L. GARCIA Director - -------------------------- John L. Garcia Director - -------------------------- Frank J. Hevrdejs /s/ T. HUNTER NELSON Director - -------------------------- T. Hunter Nelson /s/ GEORGE J. DAMIRIS Director - -------------------------- George J. Damiris /s/ ROLF H. TOWE Director - -------------------------- Rolf H. Towe /s/ GARY M. SPITZ Vice President and Chief Financial Officer - -------------------------- (Principal Financial Officer) Gary M. Spitz /s/ PAUL G. VANDERHOVEN Controller (Principal Accounting Officer) - ------------------------- Paul G. Vanderhoven II-8 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference). 4.2 Restated Bylaws of the Company (filed as Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996 and incorporated herein by reference). 4.3 Sterling Chemicals Holdings, Inc. Omnibus Stock Awards and Incentive Plan, as amended (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 and incorporated herein by reference). 4.4 Stockholders Agreement (filed as Exhibit 4.10 to the Registration Statement on Form S-1/A of STX Acquisition Corp. and STX Chemicals Corp. (File No. 333-04343) (filed with the Commission on July 3, 1996 and incorporated herein by reference). 4.5 First Amendment to Sterling Chemicals Holdings, Inc. Stockholder's Agreement (filed as Exhibit 4.7 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 and incorporated herein by reference). 4.6 Registration Rights Agreement (filed as Exhibit 4.11 to the Registration Statement on Form S-1/A of STX Acquisition Corp. and STX Chemicals Corp. (File No. 333-04343) (filed with the Commission on July 3, 1996 and incorporated herein by reference). 4.7 Amended and Restated Voting Agreement (filed as Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference). 4.8 Tag-Along Agreement (filed as Exhibit 4.13 to the Registration Statement on Form S-1/A of STX Acquisition Corp. and STX Chemicals Corp. (File No. 333-04343) (filed with the Commission on August 12, 1996 and incorporated herein by reference). 5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered. 15.1* Letter relating to unaudited Interim Financial Information from Deloitte & Touche LLP. 23.1* Consent of Deloitte & Touche LLP. 23.2* Consent of Coopers & Lybrand L.L.P. 23.3* Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration Statement). 24.1* Powers of Attorney (set forth on the signature page of this Registration Statement). - ---------------------------- *filed herewith II-9 EX-5.1 2 STERLING CHEMICALS HOLDIGS, INC. EXHIBIT 5.1 EXHIBIT 5.1 [Letterhead of Andrews & Kurth L.L.P.] Houston, Texas 77002 May 15, 1998 Board of Directors Sterling Chemicals Holdings, Inc. 1200 Smith Street Suite 1900 Houston, Texas 77002-4312 Gentlemen: We have acted as counsel to Sterling Chemicals Holdings, Inc. (the "Company") in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of the issuance of 1,000,000 shares (the "Shares") of the Company's common stock, $0.01 par value, pursuant to the Company's Omnibus Stock Awards and Incentive Plan (the "Plan"). In connection herewith, we have examined copies of such statutes, regulations, corporate records and documents, certificates of public and corporate officials and other agreements, contracts, documents and instruments as we have deemed necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. We have also relied, to the extent we deem such reliance proper, upon information supplied by officers and employees of the Company with respect to various factual matters material to our opinion. Based upon the foregoing and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares have been duly authorized, and that such Shares will, when issued in accordance with the terms of the Plan and related stock option agreements, be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ ANDREWS & KURTH 1198/1249/2736 EX-15.1 3 STERLING CHEMICALS HOLDINGS, INC. EXHIBIT 15.1 EXHIBIT 15.1 [Letterhead of Deloitte & Touche LLP] Houston, Texas May 14, 1998 Sterling Chemicals Holding, Inc. 1200 Smith Street, Suite 1900 Houston, Texas 77094 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Sterling Chemicals Holdings, Inc. and subsidiaries for the three-month periods ended December 31, 1997 and 1996 and for the three-month and six-month periods ended March 31, 1998 and 1997 as indicated in our reports dated February 12, 1998 and May 12, 1998, respectively; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which are included in your Quarterly Reports on Form 10-Q are incorporated by reference in this Registration Statement for Sterling Chemicals Holdings, Inc. on Form S-8. We also are aware that the aforementioned reports pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or reports prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP EX-23.1 4 STERLING CHEMICALS HOLDINGS, INC. EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Sterling Chemicals Holdings, Inc. on Form S-8 of the report of Deloitte & Touche LLP dated December 3, 1997, appearing in the Annual Report on Form 10-K of Sterling Chemicals Holdings, Inc. for the year ended September 30, 1997. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Houston, Texas May 14, 1998 EX-23.2 5 STERLING CHEMICALS HOLDINGS, INC. EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Sterling Chemicals Holdings, Inc. (formerly Sterling Chemicals, Inc.) on Form S-8 of our report dated October 25, 1995, on our audit of the consolidated statements of operations, changes in stockholders' equity and cash flows of Sterling Chemicals Holdings, Inc. for the year ended September 30, 1995. /s/ Coopers & Lybrand L.L.P. Houston, Texas May 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----