-----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, N+Y9bixKsaJvZ7Na/zqPvPvye2jtruoth/x4GYi4q4adWHgBDB7JyuKxOqcSJZFv 9jPTdA5UqUUMlU7eDB5dwg== 0000950130-97-005064.txt : 19971117 0000950130-97-005064.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950130-97-005064 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NASD SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORDEN CHEMICALS & PLASTICS LIMITED PARTNERSHIP /DE/ CENTRAL INDEX KEY: 0000821202 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 311269627 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09699 FILM NUMBER: 97720352 BUSINESS ADDRESS: STREET 1: HIGHWAY 73 CITY: GEISMAR STATE: LA ZIP: 70734 BUSINESS PHONE: 5046736121 MAIL ADDRESS: STREET 1: PO BOX 427 STREET 2: 180 EAST BROAD STREET 25TH FLOOR CITY: GERSMAR STATE: LA ZIP: 70734 FORMER COMPANY: FORMER CONFORMED NAME: BORDEN CHEMICALS & PLASTICS LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q ================================================================================ SECURITIES AND EXCHANGE COMMISSI ON WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 COMMISSION FILE NO. 1-9699 BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP Delaware 31-1269627 (STATE OF ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) HIGHWAY 73, GEISMAR, LOUISIANA 70734 614-225-4482 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (REGISTRANT'S TELEPHONE NUMBER) ------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- ------------- Number of Common Units outstanding as of the close of business on November 7, 1997: 36,750,000. ================================================================================ 1 BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER UNIT DATA)
THREE MONTHS ENDED --------------------- SEPT. 30, SEPT. 30, 1997 1996 ----------- ------------- REVENUES Net trade sales................................................... $147,140 $152,645 Net sales to related parties...................................... 33,750 30,169 -------- -------- Total revenues.......................................... 180,890 182,814 -------- -------- EXPENSES Cost of goods sold Trade....................................................... Related parties............................................. 138,508 138,727 Marketing, general & administrative expenses...................... 29,948 26,516 Interest expense.................................................. 6,067 6,196 General Partner incentive......................................... 5,217 5,485 Other expense, including minority 0 0 interest...................................................... 2,212 509 -------- -------- Total expenses........................................ 181,952 177,433 -------- -------- Net (loss) income................................................. (1,062) 5,381 Less 1% General Partner interest.............................. 10 (54) -------- -------- Net (loss) income applicable to Limited Partners' interest...................................................... $ (1,052) $ 5,327 ======== ======== PER UNIT DATA, NET OF 1% GENERAL PARTNER INTEREST: Net (loss) income per Unit........................................ $ (0.03) $ 0.14 ======== ======== Average number of Units outstanding during the period............. 36,750 36,750 ======== ======== Cash distribution declared per Unit............................... $ 0.18 $ 0.15 ======== ========
2 BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER UNIT DATA)
NINE MONTHS ENDED ----------------- SEPT. 30, SEPT. 30, 1997 1996 ----------- ------------- REVENUES Net trade sales................................................... $462,615 $450,293 Net sales to related parties...................................... 102,733 82,333 -------- -------- Total revenues.......................................... 565,348 532,626 -------- -------- EXPENSES Cost of goods sold Trade....................................................... Related parties............................................ 422,376 418,330 Marketing, general & administrative expenses...................... 89,747 76,957 Interest expense.................................................. 17,846 18,201 General Partner incentive......................................... 15,710 16,391 Other expense, including minority 794 0 interest...................................................... 3,098 1,958 ------- ------- Total expenses........................................ 549,571 531,837 ------- ------- Net income....................................................... 15,777 789 Less 1% General Partner interest.............................. (158) (8) Net income applicable to Limited Partners' ------- ------- interest...................................................... $ 15,619 781 ======= ======= PER UNIT DATA, NET OF 1% GENERAL PARTNER INTEREST: Net income per Unit............................................... $ 0.42 $ 0.02 ======= ======= Average number of Units outstanding during the period............ 36,750 36,750 ======= ======= Cash distribution declared per Unit............................... $ 0.73 $ 0.25 ======= =======
3 BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
NINE MONTHS ENDED --------------- SEPT. 30, SEPT. 30, 1997 1996 -------- --------- CASH FLOWS FROM OPERATIONS Net income................................... $ 15,777 $ 789 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation................................ 37,462 36,715 Increase in receivables..................... (13,751) (10,098) Decrease in inventories..................... 2,223 7,233 Decrease in payables........................ (9,259) (11,814) Decrease in incentive distribution payable.. 0 ( 1,910) Increase in accrued interest................ 4,748 4,655 Other, net.................................. (82) (5,204) ------- ------- 37,118 20,366 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures........................ (8,918) (11,098) ------ ------- CASH FLOWS FROM FINANCING ACTIVITIES Repayment of short-term borrowings, net... 0 (5,000) Cash distributions paid................... (24,137) (24,891) -------- -------- (24,137) (29,891) -------- ------- Increase (decrease) in cash and equivalents. 4,063 (20,623) Cash and equivalents at beginning of period. 10,867 32,421 --------- --------- Cash and equivalents at end of period....... $ 14,930 $ 11,798 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid during the period............. $ 10,962 $ 11,736 ======== ========
4 BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS)
ASSETS SEPT. 30, 1997 DEC. 31, 1996 ------ -------------- ------------- Cash and equivalents............................. $ 14,930 $ 10,867 Accounts receivable (less allowance for doubtful accounts of $547 and $589 respectively) Trade......................................... 85,732 72,908 Related parties............................... 23,074 22,147 Inventories Finished and in process goods................. 33,258 36,174 Raw materials and supplies.................... 8,481 7,788 Other current assets............................. 4,195 2,579 --------- --------- Total current assets....................... 169,670 152,463 --------- --------- Investments in and advances to affiliated companies....................................... 4,289 4,366 Other assets..................................... 52,447 49,405 --------- --------- 56,736 53,771 --------- --------- Plant, property and equipment Land........................................... 15,117 14,970 Buildings...................................... 44,705 44,597 Machinery and equipment........................ 652,784 644,619 --------- --------- 712,606 704,186 Less accumulated depreciation.................... (421,800) (384,715) --------- --------- Net plant, property and equipment............. 290,806 319,471 --------- --------- Total assets $ 517,212 $ 525,705 ========= ========= Accounts and drafts payable...................... $ 52,553 $ 61,812 Cash distributions payable....................... 6,682 3,712 Short-term borrowing............................. 25,000 25,000 Accrued interest................................. 7,933 3,185 Other accrued liabilities........................ 21,002 16,516 ------- --------- Total current liabilities.................. 113,170 110,225 ------- --------- Long-term debt .................................. 200,000 200,000 Other liabilities............................... 5,617 5,609 Minority interest in consolidated subsidiary..... 1,455 1,571 ------- --------- Total liabilities 320,242 317,405 ------- --------- Partners' capital Limited Partners............................... 196,471 207,680 General Partner................................ 499 620 ------- --------- Total Partners' capital.................... 196,970 208,300 ------- --------- Total liabilities and Partners' capital $ 517,212 $ 525,705 ========= =========
5 BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED) (IN THOUSANDS)
LIMITED GENERAL Partners Partner Total ------------- ------------- ----------- Balance at December 31, 1995.......... $215,762 $ 702 $216,464 Net income............................ 781 8 789 Cash distributions declared........... (9,187) (93) ( 9,280) -------- ----- -------- Balances at September 30, 1996........ $207,356 $ 617 $207,973 ======== ===== ======== Balance at December 31, 1996.......... $207,680 $ 620 $208,300 Net income............................ 15,619 158 15,777 Cash distributions declared........... (26,828) (279) (27,107) Balances at September 30, 1997........ -------- ----- -------- $196,471 $ 499 $196,970 ======== ===== ========
6 BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS EXCEPT UNIT AND PER UNIT DATA) 1. INTERIM FINANCIAL STATEMENTS The accompanying unaudited interim consolidated condensed financial statements of Borden Chemicals and Plastics Limited Partnership (the "Partnership") contain all adjustments, consisting only of normal recurring adjustments, which in the opinion of BCP Management, Inc. (the "General Partner") are necessary for a fair statement of the results for the interim periods. Results for the interim periods are not necessarily indicative of results for the full year. Per Unit data in the accompanying financial statements is derived by subtracting the General Partner 1% interest from the income captions and dividing the results by the Average Units Outstanding. On August 12, 1997, legislation was enacted which extends indefinitely the Partnership's treatment as a partnership for federal income tax purposes provided the Partnership elects to be subject to a 3.5% tax on gross income, as defined (such treatment had been scheduled to expire December 31, 1997). The Partnership expects to make such an election. As a result, the Partnership would recognize a deferred tax asset or liability for the tax effect of differences between the book and tax bases of partnership assets and liabilities as they enter into the calculation of gross income. The Partnership is currently evaluating these differences and other amounts which would enter into this calculation but does not expect the tax effect of these differences to be material to the Partnership's financial position. In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." SFAS No. 128 establishes new standards for computing and presenting earnings per share. The Partnership is required to adopt the provisions of SFAS No. 128 for its consolidated financial statements for the year ended December 31, 1997, and subsequent interim periods. Upon adoption, the standard also requires the restatement of all prior period earnings per Unit information presented. The adoption of SFAS No. 128 is not expected to have a material effect on the Partnership's earnings per Unit computations or disclosures. In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 130 establishes standards for reporting of comprehensive income and its components. The Partnership is required to adopt the provisions of SFAS No. 130 for its consolidated financial statements for the three months ending March 31, 1998. SFAS No. 131 requires certain disclosures about segment information in interim and annual financial statements and related information about products and services, geographic areas and major customers. The Partnership must adopt the provisions of SFAS No. 131 for its consolidated financial statements for the year ending December 31, 1998. The adoptions of SFAS No. 130 and SFAS No. 131 are not expected to have a material effect on the measurement of the Partnership's financial position, results of operations or cash flows; the Partnership is reviewing possible changes in disclosures that may be required. 2. ENVIRONMENTAL AND LEGAL PROCEEDINGS On October 27, 1994, the U.S. Department of Justice ("DOJ"), at the request of the U.S. Environmental Protection Agency (the "EPA"), filed an action against the Partnership and the General Partner in the U.S. District Court for the Middle District of Louisiana. The complaint seeks facility-wide corrective action and civil penalties for alleged violations of the federal Resource, Conservation and Recovery Act ("RCRA"), the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), and the Clean Air Act at the Geismar complex. If the Partnership is unsuccessful in this proceeding, or otherwise subject to RCRA permit requirements, it may be subject to three types of costs: (i) corrective action; (ii) penalties; and (iii) costs needed to obtain a RCRA permit, portions of each which could be subject to the Environmental Indemnity Agreement ("EIA") discussed below. As to penalties, although the maximum statutory penalties that would apply in a successful enforcement action by the 7 United States would be in excess of $150,000, management believes that, assuming the Partnership is unsuccessful, based on information currently available, and an analysis of relevant case law and administrative decisions, the more likely amount of any liability for civil penalties would not exceed several million dollars. The Partnership is subject to extensive federal, state and local environmental laws and regulations which impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage, transportation and disposal of solid and hazardous wastes, and impose obligations to investigate and remediate contamination in certain circumstances. The Partnership has expended substantial resources, both financial and managerial, to comply with such laws and regulations and it anticipates that it will continue to do so in the future. Failure to comply with the extensive federal, state and local environmental laws and regulations could result in significant civil or criminal penalties, and remediation costs. Under the EIA, Borden, Inc. ("Borden") has agreed, subject to certain specified limitations, to indemnify the Partnership in respect of environmental liabilities arising from facts or circumstances that existed and requirements in effect prior to November 30, 1987, the date of the initial sale of the Geismar and Illiopolis plants to the Partnership. The Partnership is responsible for environmental liabilities arising from facts or circumstances that existed and requirements that become effective on or after such date. With respect to certain environmental liabilities that may arise from facts or circumstances that existed and requirements in effect both prior to and after such date, Borden and the Partnership will share liabilities on an equitable basis considering all of the facts and circumstances including, but not limited to, the relative contribution of each to the matter and the amount of time each has operated the assets in question (to the extent relevant). No claims can be made under the EIA after November 30, 2002, and no claim can, with certain exceptions, be made with respect to the first $500 of liabilities which Borden would otherwise be responsible for thereunder in any year, but such excluded amounts shall not exceed $3,500 in the aggregate. Excluded amounts under the EIA have accumulated to the $3,500 limit through September 30, 1997. The Partnership has provided a $4,000 reserve in connection with potential environmental matters. Because of various factors (including the nature of any settlement with appropriate regulatory authorities or the outcome of any proceeding, actual environmental conditions, the scope of the application of the EIA and the timing of actions, if any, required to be taken by the Partnership), the Partnership cannot reasonably estimate the full range of costs it might incur with respect to the environmental matters discussed herein. The costs incurred in any quarter or year could be material to the Partnership's results of operations for such quarter or year, although, on the basis of the relevant facts and circumstances, management believes this to be unlikely. However, management believes that such costs should not have a material adverse effect on the Partnership's financial position. The Partnership is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of the management of the Partnership, the amount of the ultimate liability, taking into account its risk retention program and EIA with Borden, would not materially affect the financial position or results of operations of the Partnership. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - ------------------------------------------------------------------------------- OF OPERATIONS - ------------- RESULTS OF OPERATIONS QUARTER ENDED SEPTEMBER 30, 1997 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1996 Revenues Total revenues during the third quarter of 1997 decreased $1.9 million or 1% to $180.9 million from $182.8 million in the third quarter of 1996. This decrease was the result of a $3.3 million decrease in PVC Polymers Products revenues and a $4.7 million decrease in Nitrogen Products revenues, partially offset by a $6.0 million increase in Methanol and Derivatives revenues. Total revenues for PVC Polymers Products decreased $3.3 million as a result of a 2% decrease in sales volume and a 1% decrease in selling prices. The PVC market has softened over recent quarters due to excess supply and upcoming capacity expansions. Total revenues for Methanol and Derivatives increased $6.0 million as a result of a 19% increase in selling prices, partially offset by a 3% decrease in sales volumes. The improved methanol selling prices continue to reflect the effect of supply disruptions at other producers. Total revenues for Nitrogen Products decreased $4.7 million as a result of a 13% decrease in selling prices, and a 9% decrease in sales volumes, due primarily to continuing declines in urea prices and volumes resulting from depressed pricing to the fertilizer industry and aggressive pricing from international suppliers seeking new markets. Cost of Goods Sold Total cost of goods sold decreased 2% to $168.5 million in the current period from $165.2 million in the year-ago period. The increase was primarily due to increased maintenance costs for plant downtime, partially offset by the decline in sales volumes discussed above. Natural gas and ethylene costs decreased, but were offset by chlorine and VCM cost increases. Expressed as a percentage of total revenues, cost of goods sold increased to 93% of total revenues in 1997 from 90% in 1996, resulting in reduced gross margins and net income for the Partnership. Gross margins for PVC Polymers Products decreased 195% as a result of the decreased selling prices and increased maintenance costs discussed above. Gross margins for Methanol and Derivatives increased 74% as a result of the increased selling prices discussed above. Gross margins for Nitrogen Products decreased 84% as a result of the decreased selling prices and volumes discussed above. Other Expense Other expenses increased to $2.2 million in 1997 from $0.5 million in 1996, primarily due to the write-off of costs associated with the Partnership's plan to convert to corporate form which was terminated in the third quarter of 1997 due to a favorable change in federal tax law regarding master limited partnerships. Net Income The partnership incurred a net loss of $1.1 million for the third quarter of 1997 compared to net income of $5.4 million for the third quarter of 1996. As discussed above, the primary reasons for the decline in earnings were the increased maintenance costs from plant downtime and the write-off of costs associated with the termination of the planned conversion to a corporation. 9 RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1996 Revenues Total revenues for the first nine months of 1997 decreased $32.7 million or 6% to $565.3 million from $532.6 million for the comparable period a year ago. Total revenues for PVC Polymers Products increased $22.0 million as a result of a 7% increase in selling prices on comparable volumes. Total revenues for Methanol and Derivatives increased $25.1 million as a result of a 29% increase in selling prices of methanol on comparable volumes. Total revenues for Nitrogen Products decreased $14.4 million as a result of a 17% decrease in selling prices and 20% decrease in sales volume for urea. Cost of Goods Sold Total cost of goods sold increased 3% to $512.1 million for the first nine months of 1997 from $495.3 million in the year-ago period. The increase was primarily the result of increased raw material costs due to chlorine and VCM price increases, partially offset by decreased natural gas and ethylene costs. Expressed as a percentage of total revenues, cost of goods sold decreased to 91% of total revenues for the first nine months of 1997 from 93% in the first nine months of 1996, resulting in improved gross margins and net income for the Partnership. Gross margins for PVC Products decreased 19% as a result of increased raw material costs, which were partially offset by improved selling prices. Gross margins for Methanol and Derivatives increased 255% as a result of the increased selling prices combined with the lower natural gas costs discussed above. Gross margins for Nitrogen Products decreased 69% as a result of decreased selling prices and volumes. Interest Expense The decrease in interest expense during the first nine months of 1997 compared to the year-ago period was due to the reduction of short-term bank borrowings. Incentive Distribution to General Partner An incentive distribution to the General Partner of $0.8 million was generated during the second quarter of 1997 as a result of cash distributions to Unitholders exceeding the Target Distribution. There was no incentive distribution to the General Partner generated during the first three quarters of 1996. Other Expense The increase in other expenses during the first nine months of 1997 compared to 1996 was due primarily to the write-off of costs associated with the Partnership's plan to convert to corporate form which was terminated in the third quarter of 1997 due to a favorable change in federal tax law regarding master limited partnerships. Net Income Net income for the first nine months of 1997 was $15.8 million compared to $0.8 million in 1996. As discussed above, the primary reason for the improvement in operating performance was significantly higher margins for PVC resins and methanol. LIQUIDITY AND CAPITAL RESOURCES Cash Flows from Operations. Cash flows from operations increased $16.8 million for the first nine months of 1997 10 from the comparable period a year ago. The increase was primarily attributable to the increase in net income during this period compared to 1996. Cash Flows from Investing Activities. Capital expenditures for the first nine months of 1997 were $8.9 million compared to $11.1 million during the comparable period a year ago. Cash Flows from Financing Activities. The Partnership makes quarterly distributions to Unitholders and the General Partner of 100% of its Available Cash. Available Cash means generally, with respect to any quarter, the sum of all cash receipts of the Partnership plus net reductions to reserves established in prior quarters, less all of its cash disbursements and net additions to reserves in such quarter. The General Partner may establish reserves to provide for the proper conduct of the Partnership's business, to stabilize distributions of cash to Unitholders and the General Partner and as necessary to comply with the terms of any agreement or obligation of the Partnership. Cash distributions of $24.1 million were made during the first nine months of 1997 compared to $24.9 million in the year-ago period. These amounts reflect the payment of cash distributions declared for the immediately proceeding quarters. Cash distributions with respect to interim periods are not necessarily indicative of cash distributions with respect to a full year. Moreover, due to the cyclical nature of the Partnership's business, past cash distributions are not necessarily indicative of future cash distributions. There are various seasonality factors affecting results of operations and, therefore, cash distributions. In addition, the amount of Available Cash constituting Cash from Operations for any period does not necessarily correlate directly with net income for such period because various items and transactions affect net income and Available Cash constituting Cash from Operations differently. For example, depreciation reduces net income but does not affect Available Cash constituting Cash from Operations, while changes in working capital items (including receivables, inventories, accounts payable and other items) generally do not affect net income but do affect such Available Cash. Moreover, as provided for in the Partnership Agreements with respect to the Partnership and the Operating Partnership, certain reserves may be established which affect Available Cash constituting Cash from Operations but do not affect cash balances in financial statements. Such reserves have generally been used to set cash aside for debt service, capital expenditures and other accrued items. Liquidity The Partnership expects to satisfy its cash requirements through internally generated cash and borrowings. During 1995, the Partnership entered into a Revolving Credit Facility which provided a $100.0 million line of credit for capital expenditures, working capital and general partnership purposes. The amount available under the facility reduced to $75.0 million on January 1, 1996 and to $50.0 million on January 1, 1997, and terminates December 31, 1997. The facility may be extended for one year with the consent of the lenders. Borrowing under this facility was $25 million at September 30, 1997. 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings - ------------------------- There is incorporated by reference herein the information regarding legal proceedings in Item 3 of Part I of the Partnership's 1996 Annual Report on Form 10-K and Note 2 to the consolidated condensed financial statements in Part I hereof. Item 6. Exhibits and Reports on Form 8-K - ---------------------------------------- On August 18, 1997, the Partnership filed a Form 8-K under Item 5 to disclose the termination of its Agreement and Plan of Conversion to corporate status and certain amendments to the Partnership's newly adopted Rights Agreement. 12 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) 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., General Partner By /s/ Christopher L. Nagel --------------------------------------------- Christopher L. Nagel Vice President, Chief Financial Officer and Treasurer Principal Accounting Officer October 31, 1997 13 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) 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., General Partner By /s/ Christopher L. Nagel --------------------------------------- Christopher L. Nagel Vice President, Chief Financial Officer and Treasurer Principal Accounting Officer October 31, 1997 14 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS 9-MOS DEC-31-1997 DEC-31-1997 JUL-01-1997 JAN-01-1997 SEP-30-1997 SEP-30-1997 14,930 14,930 0 0 109,353 109,353 547 547 41,739 41,739 169,670 169,670 712,606 712,606 421,800 421,800 517,212 517,212 113,170 113,170 0 0 0 0 0 0 0 0 196,970 196,970 517,212 517,212 180,890 565,348 180,890 565,348 168,456 512,123 168,456 512,123 8,279 21,738 0 0 5,217 15,710 (1062) 15,777 0 0 (1062) 15,777 0 0 0 0 0 0 (1062) 15,777 (.03) .42 (.03) .42
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