8-K

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): December 23, 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 Incorporation)	(Commission File Number)	(IRS Employer 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 2.    Acquisition or Disposition of Assets

As previously reported, Registrant’s operating subsidiary, Borden Chemicals and Plastics Operating Limited Partnership (the “Operating Partnership”), is a debtor in a Chapter 11 bankruptcy proceeding. On December 20, 2002, the Operating Partnership closed the sale of its Geismar, Louisiana PVC plant to Geismar Vinyls Corporation, an affiliate of The Westlake Group, for $5 million cash plus a promissory note for up to $4 million contingent upon the earnings performance of the assets. The Geismar plant was idled during the second quarter of 2002, and the sale of the Geismar PVC plant was approved by the Bankruptcy Court on August 21, 2002. This transaction was preceded by the February 28, 2002 sale of the Operating Partnership’s Addis, Louisiana plant to Shintech Louisiana LLC for approximately $38 million and the April 17, 2002, sale of the Operating Partnership’s Illiopolis, Illinois plant to Formosa Plastics Corporation for approximately $23 million.

Neither the Registrant nor its unitholders will receive any distribution from the Operating Partnership as a result of the sale of the Operating Partnership’s assets.

ITEM 5.    Other Events and Regulation FD Disclosure.

On December 23, 2002, the Registrant issued a press release announcing that it had filed its report on Form 10-Q for the quarterly period ended September 30, 2002 with the Commission and that termination of Registrant as a Delaware limited partnership, suspension of Registrant’s reporting obligations under the Securities Exchange Act of 1934 and the termination of trading in Registrant’s outstanding common units were expected to occur during the first quarter of 2003.

ITEM 7.    Financial Statements and Exhibits.

c. Exhibit

    99.1    Press Release dated December 23, 2002.

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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: December 23, 2002

By: /S/    ROBERT R. WHITLOW JR.                

Vice President and

Chief Financial Officer

(Principal Accounting Officer &

Duly Authorized Signing Officer)

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EX-99.1

Exhibit 99.1

[LOGO OF BCP]

Note to Editors:    Borden Chemicals and Plastics Limited Partnership (the Partnership) and Borden Chemicals and Plastics Operating Limited Partnership (the Operating LP, or BCP) are separate and distinct entities from Borden Chemical, Inc. Please do not refer to either partnership as “Borden” or “Borden Chemicals.”

CONTACT:

Patrick Gallagher or Diana Lueptow

Edward Howard & Co.

216/781-2400

BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP FILES

10-Q FOR THIRD QUARTER 2002

Termination of the Partnership, suspension of SEC reporting and termination of

trading of units may occur in first quarter 2003

GEISMAR, La., December 23, 2002 – Borden Chemicals and Plastics Limited Partnership (the Partnership) (OTCBB: BCPUQ) today filed its Form 10-Q for the quarterly period ended September 30, 2002. The Partnership is a holding entity that has no independent operations. Its only activity has been ownership of the sole limited partnership interest in Borden Chemicals and Plastics Operating Limited Partnership (the Operating LP), which filed a voluntary petition under Chapter 11 of the Bankruptcy Code for the District of Delaware on April 3, 2001, and engaged in the PVC resin business prior to the sale or shutdown of its facilities during the first half of 2002.

The Operating LP and BCP Management, Inc., the general partner of both the Operating LP and the Partnership, which filed bankruptcy on March 22, 2002, have filed a joint plan of liquidation with the Bankruptcy Court, which has been submitted to creditors for approval. Under the liquidation plan, the Partnership’s sole asset – its limited partnership interest in the Operating LP – would be extinguished. A court hearing on the plan of liquidation is scheduled for January 24, 2003. The expectation at present is that the plan of liquidation will be confirmed and consummated during the first quarter of 2003.

-more-

Borden Chemicals and Plastics Limited Partnership Files 10-Q . . . / p. 2

Neither the Partnership nor the Partnership’s unitholders would receive any distribution from the Operating LP bankruptcy under the plan of liquidation because sales of the Operating LP’s assets have not generated enough cash to satisfy all of the Operating LP’s debts. In addition, the bankruptcy of the general partner and the sale of substantially all of the Operating LP’s assets trigger the dissolution and winding up of the Partnership pursuant to provisions of the Partnership’s amended and restated agreement of limited partnership and Delaware law.

Accordingly, the Partnership further announced that, following confirmation of the joint plan of liquidation, it intends to file a certificate of cancellation with the Delaware Secretary of State terminating the Partnership’s existence as a Delaware limited partnership. Thereafter, transfers of units would no longer be permitted. At that time, the Partnership also intends to file a certificate on Form 15 with the Securities and Exchange Commission terminating registration of its common units and suspending the Partnership’s duty to file further reports with the SEC.

For federal income tax purposes, unitholders must take into account their allocable share of income, gains, losses, deductions and credits of the Operating LP (which flow to them through the Partnership), even if they receive no cash distribution. The sales of Operating LP assets may, and discharge of indebtedness income resulting from the nonpayment of certain Operating LP debts will, result in the allocation of ordinary income and/or capital gain to unitholders in 2002, or later, without the receipt of a cash distribution to pay any tax liability. A unitholder’s tax liability attributable to such income and/or gain may exceed any tax benefits resulting from any losses attributable to the unitholder’s allocable share of Operating LP operating losses or the unitholder’s disposition or write-off of Partnership 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 tax consequences of purchasing, holding or disposing of units.