<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
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 June 30, 1996
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 August 9,
1996: 36,750,000.
================================================================================
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------
JUNE 30, JUNE 30,
1996 1995
-------- --------
<S> <C> <C>
REVENUES
Net trade sales...................................... $152,675 $157,043
Net affiliated sales................................. 26,552 30,620
-------- --------
Total revenues.............................
179,227 187,663
-------- --------
EXPENSES
Cost of goods sold
Trade.......................................... 140,023 106,867
Affiliated..................................... 25,202 22,612
Marketing, general & administrative expense.......... 6,370 5,588
Interest expense..................................... 5,556 4,716
General Partner incentive............................ 0 9,818
Other expense, including minority
interest......................................... 571 1,308
-------- --------
Total expenses...........................
177,722 150,909
-------- --------
Income before extraordinary item..................... 1,505 36,754
Extraordinary loss on early extinguishment of debt 0 (6,912)
-------- --------
Net income........................................... 1,505 29,842
Less 1% General Partner interest................. (15) (298)
Net income applicable to Limited Partners' -------- --------
interest.........................................
$ 1,490 $ 29,544
======== ========
PER UNIT DATA, NET OF 1% GENERAL PARTNER INTEREST:
Income per Unit before extraordinary item............ $0.04 $ 0.99
Extraordinary loss per Unit.......................... 0 (0.19)
-------- --------
Net income per Unit.................................. $0.04 $ 0.80
======== ========
Average number of Units outstanding during the year.. 36,750 36,750
======== ========
Cash distribution declared per Unit.................. $0.00 $ 1.42
======== ========
</TABLE>
2
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------
JUNE 30, JUNE 30,
1996 1995
---------- ----------
<S> <C> <C>
REVENUES
Net trade sales...................................... $297,648 $319,531
Net affiliated sales................................. 52,164 82,938
-------- --------
Total revenues.............................
349,812 402,469
-------- --------
EXPENSES
Cost of goods sold
Trade.......................................... 279,603 189,035
Affiliated..................................... 50,441 48,935
Marketing, general & administrative expense.......... 12,005 11,119
Interest expense..................................... 10,906 8,801
General Partner incentive............................ 0 22,893
Other expense, including minority
interest......................................... 1,449 1,445
-------- --------
Total expenses...........................
354,404 282,228
-------- --------
Income before extraordinary item..................... (4,592) 120,241
Extraordinary loss on early extinguishment of debt 0 (6,912)
-------- --------
Net (loss) income.................................... (4,592) 113,329
Less 1% General Partner interest................. 46 (1,133)
Net (loss) income applicable to Limited Partners' -------- --------
interest.........................................
$( 4,546) $112,196
======== ========
PER UNIT DATA, NET OF 1% GENERAL PARTNER INTEREST:
Income per Unit before extraordinary item............ $( 0.12) $ 3.24
Extraordinary loss per Unit.......................... 0 (0.19)
-------- --------
Net (loss) income per Unit........................... $( 0.12) $ 3.05
======== ========
Average number of Units outstanding during the year.. 36,750 36,750
======== ========
Cash distribution declared per Unit.................. $0.10 $ 3.19
======== ========
</TABLE>
3
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
---------------------------
JUNE 30, JUNE 30,
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS
Net (loss) income.............................................. ($4,592) $ 113,329
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Extraordinary loss on early extinguishment of
debt....................................................... 0 6,912
Depreciation................................................ 24,415 23,447
(Increase) decrease in receivables.......................... (10,404) 10,660
Decrease (increase) in inventories, net of effect
from acquired business.................................... 7,343 (14,406)
Increase in payables........................................ 4,397 1,125
(Decrease) in incentive distribution payable................ (1,910) (2,047)
(Decrease) increase in accrued interest..................... ( 55) 1,322
Other, net.................................................. (8,561) 1,708
--------- ---------
10,633 142,050
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition................................... 0 (100,376)
Capital expenditures........................................ (6,852) (5,822)
--------- ---------
(6,852) (106,198)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt.............. 0 200,000
Proceeds from short-term borrowings, (net)................ 10,000 65,000
Payment of debt issuance costs............................ 0 (8,296)
Repayment of long-term debt, including prepay-
ment penalty............................................. 0 (156,912)
Cash distributions paid................................... (24,891) (126,835)
--------- ---------
(14,891) (27,043)
--------- ---------
(Decrease) increase in cash and equivalents.................... (11,110) 8,809
Cash and equivalents at beginning of period.................... 32,421 74,126
--------- ---------
Cash and equivalents at end of period.......................... $ 21,311 $ 82,935
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid during the period................................ $ 10,961 $ 7,479
========= =========
</TABLE>
4
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1996 DECEMBER 31, 1995
------ ------------- -----------------
<S> <C> <C>
Cash and equivalents........................................... $ 21,311 $ 32,421
Accounts receivable (less allowance for doubtful
accounts of $510 and $457 respectively)
Trade.................................................... 82,552 75,788
Affiliated............................................... 18,842 15,202
Inventories
Finished and in process goods............................ 27,891 33,418
Raw materials and supplies............................... 7,838 9,654
Other current assets........................................... 1,654 3,541
Total current assets.................................. --------- ---------
160,088 170,024
--------- ---------
Investments in and advances to affiliated companies............ 4,465 4,437
Other assets................................................... 48,177 39,415
--------- ---------
52,642 43,852
--------- ---------
Plant, property and equipment
Land...................................................... 14,865 14,106
Buildings................................................. 44,468 44,216
Machinery and equipment................................... 638,336 633,484
--------- ---------
697,669 691,806
Less accumulated depreciation.................................. (360,901) (337,175)
--------- ---------
Net plant, property and equipment........................ 336,768 354,631
--------- ---------
Total assets $ 549,498 $ 568,507
========= =========
Accounts and drafts payable.................................... $ 69,289 $ 64,892
Cash distributions payable..................................... 0 21,179
Short-term borrowing........................................... 50,000 40,000
Incentive distribution payable to General Partner.............. 0 1,910
Accrued interest............................................... 3,207 3,262
Other accrued liabilities...................................... 11,390 13,468
--------- ---------
Total current liabilities............................. 133,886 144,711
--------- ---------
Long-term debt................................................. 200,000 200,000
Other liabilities.............................................. 5,882 5,677
Minority interest in consolidated subsidiary................... 1,570 1,655
--------- ---------
Total liabilities 341,338 352,043
--------- ---------
Partners' capital
Limited Partners.......................................... 207,541 215,762
General Partner........................................... 619 702
--------- ---------
Total Partners' capital................................... 208,160 216,464
--------- ---------
Total liabilities and Partners Capital..... $ 549,498 $ 568,507
========= =========
</TABLE>
5
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
LIMITED GENERAL
PARTNERS PARTNER TOTAL
--------- ------- ---------
<S> <C> <C> <C>
Balance at December 31, 1994.. $ 244,443 $ 1,292 $ 245,735
Net income.................... 112,196 1,133 113,329
Cash distributions declared... (117,232) (1,415) (118,647)
--------- ------- ---------
Balances at June 30, 1995..... $ 239,407 $ 1,010 $ 240,417
========= ======= =========
Balance at December 31, 1995.. $ 215,762 $ 702 $ 216,464
Net (loss).................... (4,546) (46) (4,592)
Cash distributions declared... (3,675) (37) (3,712)
--------- ------- ---------
Balances at June 30, 1996..... $ 207,541 $ 619 $ 208,160
========= ======= =========
</TABLE>
6
<PAGE>
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
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 the 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.
2. ACQUISITION AND FINANCING
On May 2, 1995, the Partnership, through its subsidiary operating partnership
("the Operating Partnership"), completed the purchase of Occidental Chemical
Corporation's ("OxyChem") Addis, Louisiana PVC manufacturing facility and
related assets. The cash purchase price for the Addis assets was $100,400.
On May 1, 1995 the Operating Partnership issued $200,000 aggregate principal
amount of 9 1/2% senior unsecured notes (the"Senior Notes"). The proceeds from
this offering, net of $9,815 of debt issuance costs, were used to prepay
$150,000 aggregate principal amount of outstanding notes plus related $6,912
prepayment premium and accrued interest. The remaining proceeds were used to
fund a portion of the purchase price of the Addis Facility.
A $100,000 revolving credit facility was obtained during the second quarter of
1995. Borrowings under this facility were $50,000 at June 30, 1996.
3. 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 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, 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
remedation 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
7
<PAGE>
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 aggregated
approximately $3,500 through June 30, 1996.
In connection with potential environmental matters, a $4,000 provision was
included in the Partnership's third quarter 1994 operating results. 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
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
-------------
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1996 COMPARED TO QUARTER ENDED JUNE 30, 1995
Revenues
Total revenues during the second quarter of 1996 decreased $8.4 million or 4%
to $179.2 million from $187.7 million in the second quarter of 1995. This
decrease was the result of a $5.3 million decrease in PVC Polymers Products
revenues and a $4.8 million decrease in Methanol and Derivatives revenues,
partially offset by a $1.7 million increase in Nitrogen Products revenues.
Total revenues for PVC Polymers Products decreased $5.3 million as a result of a
19% decrease in selling prices, partially offset by an 22% increase in sales
volumes. The increase in sales volumes was largely attributable to the
additional production from the Addis acquisition. Pricing for PVC continues to
be well below the year-ago period, but showed slightly more than a 10%
improvement from the first quarter of 1996.
Total revenues for Methanol and Derivatives decreased $4.8 million as a result
of a 16% decrease in selling prices, partially offset by a 5% increase in sales
volumes.
Total revenues for Nitrogen Products increased $1.7 million as a result of a 39%
increase in sales volumes, partially offset by a 23% decrease in selling prices.
Pricing for ammonia and urea decreased during the quarter, due to drought in the
western wheat belt and continued cold during the early part of the quarter in
the Midwest, which slowed plantings.
Cost of Goods Sold
Total cost of goods sold increased 28% to $165.2 million in the current period
from $129.5 million in the year-ago period. The increase was primarily a result
of increased raw material costs due to natural gas price increases, partially
offset by decreased ethylene costs. Expressed as a percentage of total
revenues, cost of goods sold increased to 92% of total revenues in 1996 from 69%
in 1995, resulting in greatly reduced gross margins and net income for the
Partnership.
Gross margins for PVC Polymers Products decreased 79% as a result of the reduced
selling prices discussed above.
Gross margins for Methanol and Derivatives decreased 80% as a result of the
decreased selling prices combined with the increased natural gas costs discussed
above.
Gross margins for Nitrogen Products decreased 64% as a result of the decreased
selling prices along with an increase in natural gas costs.
Incentive Distribution to General Partner
There was no incentive distribution to the General Partner generated in the
second quarter of 1996 as there was no cash distribution declared to the
unitholders.
An incentive distribution to the General Partner of $9.8 million was generated
in the second quarter of 1995 a result of cash distributions to Unitholders of
$1.42 per unit, exceeding $0.3647 (the "Target Distribution").
Interest Expense
The increase in interest expense during the second quarter of 1996 compared to
the year-ago period was predominantly due to debt incurred associated with the
Addis acquisition.
Net Income
Net income was $1.5 million compared to $29.8 million in 1995. As discussed
above, the primary reasons for the
9
<PAGE>
decrease in operating performance were significant selling price decreases in
PVC and methanol along with a significant natural gas cost increase.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
Revenues
Total revenues for the first six months of 1996 decreased $52.7 million or 13%
to $349.8 million from $402.5 million for the comparable period a year ago. This
decrease was primarily the result of a $52.8 million decrease in Methanol and
Derivatives revenues.
Total revenues for PVC Polymers Products increased $0.4 million as a result of a
34% increase in sales volumes, almost entirely offset by a 24% decrease in
selling prices. The increase in sales volumes was due to the additional
production from the Addis acquisition.
Total revenues for Methanol and Derivatives decreased $52.8 million as a result
of 46% decrease in selling prices, partially offset by a 6% increase in sales
volumes.
Total revenues for Nitrogen Products decreased $0.3 million as a result of a 15%
decrease in selling prices, partially offset by a 17% increase in sales volumes.
Cost of Goods Sold
Total cost of goods sold increased 39% to $330.0 million for the first six
months of 1996 from $238.0 million in the year-ago period. The increase was
primarily the result of increased raw material cost due to natural gas price
increases, partially offset by decreased ethylene cost. The increase was also
due to increased sales volumes for all of the Partnership's products. Expressed
as a percentage of total revenues, cost of goods sold increased to 94% of total
revenues for the first half of 1996 from 59%in the first half of 1995, resulting
in greatly reduced gross margins and net income for the Partnership.
Gross margins for PVC Products decreased 90% as a result of the reduced selling
prices discussed above.
Gross margins for Methanol and Derivatives decreased 97% as a result of the
decreased selling prices combined with the increased natural gas costs discussed
above.
Gross margins for Nitrogen Products decreased 55% as a result of decreased
selling prices combined with the increase in natural gas costs.
Incentive Distribution to General Partner
There was no incentive distribution to the General Partner generated during
either the first or second quarter of 1996.
An incentive distribution to the General Partner of $22.9 million was generated
during the first two quarters of 1995 as a result of cash distributions to
Unitholders exceeding the Target Distribution.
Interest Expense
The increase in interest expense during the first half of 1996 compared to the
year-ago period was predominantly due to debt associated with the Addis
acquisition.
Net (Loss) Income
Net (loss) income was a loss of $4.6 million compared to income of $113.3
million in 1995. As discussed above, the primary reason for the decrease in
operating performance was significantly lower selling prices for all of the
Partnership's
10
<PAGE>
products along with a significant natural gas cost increase.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows from Operations. Cash flows from operations decreased $131.4 million
for the first two quarters of 1996 from the comparable period a year ago. The
decrease was primarily attributable to the decrease in net income during this
period compared to 1995. Cash flow provided by operations were also negatively
affected by an approximate $10.4 million prepayment for a long-term raw material
supply contract made during the first half of 1996.
Cash Flows from Investing Activities. Capital expenditures for the first two
quarters of 1996 totalled $6.9 compared to $5.8 million during the year ago
period.
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 $24.9 million were made during the first half of 1996
compared to $126.8 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,
reduces 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 $50 million at June 30, 1996. The $10.0
million increase in the amount outstanding under the Revolving Credit Facility
during the first half of 1996 was principally for the $10.4 million raw
material contract prepayment discussed above.
There was no cash distribution during the second quarter of 1996 due to the
absence of Available Cash at June 30, 1996. The entire cash balance at the end
of the quarter was reserved for future debt service payments and other
significant payments required shortly after the end of the second quarter. The
cash distribution will continue to fluctuate from quarter to quarter based
primarily on each period's cash flow generated from operations, and also will
vary based on the timing of payments for such items as interest, debt principal
repayments and capital expenditures. The Board of Directors will continue to
consider future quarter's distributions at the end of each period.
11
<PAGE>
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 1995 Annual Report on Form
10-K and Note 3 to the consolidated condensed financial statements in Part I
hereof.
12
<PAGE>
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/ JOHN R. BEAVER
-------------------------------
JOHN R. BEAVER
Controller and Principal
Accounting Officer
August 13, 1996
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 21311
<SECURITIES> 0
<RECEIVABLES> 83062
<ALLOWANCES> 510
<INVENTORY> 35729
<CURRENT-ASSETS> 160088
<PP&E> 697669
<DEPRECIATION> 360901
<TOTAL-ASSETS> 549498
<CURRENT-LIABILITIES> 133886
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 208160
<TOTAL-LIABILITY-AND-EQUITY> 549498
<SALES> 349812
<TOTAL-REVENUES> 349812
<CGS> 330044
<TOTAL-COSTS> 330044
<OTHER-EXPENSES> 13454
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10906
<INCOME-PRETAX> (4592)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4592)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4592)
<EPS-PRIMARY> (0.12)
<EPS-DILUTED> (0.12)
</TABLE>
