##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from       to
 Commission File Number 000-50132
 STERLING CHEMICALS, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware(State or other jurisdiction of incorporation or organization)
    
    76-0502785(IRS Employer Identification No.)
 333 Clay Street, Suite 3600
Houston, Texas 77002-4109(Address of principal executive offices)
    
    (713) 650-3700(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
 Common Stock, par value $.01 per share
(Title of class)
 þ o
 o þ
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 þ o
 o þ
    -i-




---



##### Table of Contents



IMPORTANT INFORMATION REGARDING THIS FORM 10-Q
   Forward-Looking Statements
  
    
    the cyclicality of the petrochemicals industry;
    
    current and future industry conditions;
    
    the extent and timing of expansions of production capacity of our products, by us or by our competitors;
    
    the potential effects of market and industry conditions and cyclicality on our business
strategy, results of operations or financial position;
    
    the level of expected savings from our cost reduction initiatives;
    
    the adequacy of our liquidity;
    
    our environmental management programs and safety initiatives;
    
    our market sensitive financial instruments;
    
    future uses of and requirements for financial resources;
    
    future contractual obligations;
    
    future amendments or renewals of existing contractual relationships;
    
    business strategies;
    
    growth opportunities;
    
    competitive position;
    
    expected financial position;
    
    future cash flows;
    
    future dividends;
    
    financing plans;
    
    budgets for capital and other expenditures;
    
    plans and objectives of management;
    
    outcomes of legal proceedings;
    
    compliance with applicable laws; and
    
    adequacy of insurance coverage or indemnification rights.
  
    
    the timing and extent of changes in commodity prices;
    
    petrochemicals industry production capacities and operating rates;
    
    market conditions in the petrochemicals industry, including the supply-demand balance for our products;
    
    competition, including competitive products and pricing pressures;
    
    obsolescence of product lines;
    
    the timing and extent of changes in global economic and business conditions;
    
    increases in raw materials and energy costs, including the cost of natural gas;
    
    our ability to obtain raw materials, energy and ocean-going vessels at acceptable prices, in a timely manner and on
 -ii-




---



##### Table of Contents



acceptable terms;
    
    regulatory initiatives and compliance with governmental regulations;
    
    compliance with environmental laws and regulations;
    
    customer preferences;
    
    our ability to attract or retain high quality employees;
    
    operating hazards attendant to the petrochemicals industry;
    
    casualty losses, including those arising from weather-related events;
    
    changes in foreign, political, social and economic conditions;
    
    risks of war, military operations, other armed hostilities, terrorist acts and embargoes;
    
    changes in technology, which could require significant capital expenditures in order to maintain competitiveness;
    
    effects of litigation;
    
    cost, availability and adequacy of insurance;
    
    adequacy of our sources of liquidity; and
    
    various other matters, many of which are beyond our control.
  Subsequent Events
  Document Summaries
  Access to Filings
  -iii-




---



STERLING CHEMICALS, INC.
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 5. Other
    
    
    24Item 6. Exhibits
    
    
    24Letter of Deloitte & Touche LLPRule 13a-14a Certification of CEORule 13a-14a Certification of CFOSection 1350 Certification of CEOSection 1350 Certification of CFOAmended and Restated Corporate Governance Committee Charter
  4




---



##### Table of Contents



PART I.
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 STERLING CHEMICALS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended September 30,
    
    
    Nine months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Unaudited)(Dollars in thousands, except share data)Revenues
    
    $
    148,733
    
    
    $
    189,916
    
    
    $
    492,455
    
    
    $
    453,343Cost of goods sold
    
    
    143,879
    
    
    
    169,989
    
    
    
    490,445
    
    
    
    423,073Gross profit
    
    
    4,854
    
    
    
    19,927
    
    
    
    2,010
    
    
    
    30,270Selling, general and administrative expenses
    
    
    2,338
    
    
    
    2,897
    
    
    
    5,540
    
    
    
    7,838Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,463Interest and debt related expenses, net of interest income
    
    
    2,376
    
    
    
    2,602
    
    
    
    7,874
    
    
    
    7,724Income (loss) from continuing operations before income tax
    
    
    140
    
    
    
    14,428
    
    
    
    (11,404
    )
    
    
    (33,755
    )Provision (benefit) for income taxes
    
    
    25
    
    
    
    4,985
    
    
    
    (4,198
    )
    
    
    5,257Income (loss) from continuing operations
    
    $
    115
    
    
    $
    9,443
    
    
    $
    (7,206
    )
    
    $
    (39,012
    )Loss from discontinued operations (net of tax benefit of
$5,290, $2,249, $8,018 and $9,141, respectively)
    
    
    (9,164
    )
    
    
    (3,914
    )
    
    
    (13,888
    )
    
    
    (15,903
    )Net income (loss)
    
    $
    (9,049
    )
    
    $
    5,529
    
    
    $
    (21,094
    )
    
    $
    (54,915
    )Preferred stock dividends
    
    
    1,786
    
    
    
    1,527
    
    
    
    5,156
    
    
    
    4,407Net income (loss) attributable to common stockholders
    
    $
    (10,835
    )
    
    $
    4,002
    
    
    $
    (26,250
    )
    
    $
    (59,322
    )Income (loss) per share of common stock:Basic earnings per share:Income (loss) from continuing operations
    
    $
    (0.59
    )
    
    $
    2.75
    
    
    $
    (4.37
    )
    
    $
    (15.37
    )Loss from discontinued operations
    
    
    (3.24
    )
    
    
    (1.33
    )
    
    
    (4.91
    )
    
    
    (5.63
    )Basic earnings per share
    
    $
    (3.83
    )
    
    $
    1.42
    
    
    $
    (9.28
    )
    
    $
    (21.00
    )Diluted earnings per share:Income (loss) from continuing operations
    
    $
    (0.59
    )
    
    $
    1.66
    
    
    $
    (4.37
    )
    
    $
    (15.37
    )Loss from discontinued operations
    
    
    (3.24
    )
    
    
    (0.67
    )
    
    
    (4.91
    )
    
    
    (5.63
    )Diluted earnings per share
    
    $
    (3.83
    )
    
    $
    0.99
    
    
    $
    (9.28
    )
    
    $
    (21.00
    )Weighted average shares outstanding:Basic
    
    
    2,828,474
    
    
    
    2,825,000
    
    
    
    2,827,566
    
    
    
    2,825,000Diluted
    
    
    2,828,474
    
    
    
    5,592,626
    
    
    
    2,827,566
    
    
    
    2,825,000
  5




---



##### Table of Contents



STERLING CHEMICALS, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)(Dollars in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    36,315
    
    
    $
    1,901Accounts receivable, net of allowance of
$1,457 and $3,092, respectively
    
    
    51,845
    
    
    
    63,603Inventories, net
    
    
    52,260
    
    
    
    77,226Prepaid expenses
    
    
    5,725
    
    
    
    4,198Deferred tax asset
    
    
    2,401
    
    
    
    3,655Assets of discontinued operations
    
    
    4,842
    
    
    
    64,915Total current assets
    
    
    153,388
    
    
    
    215,498Property, plant and equipment, net
    
    
    232,033
    
    
    
    248,076Other assets, net
    
    
    9,207
    
    
    
    9,979Total assets
    
    $
    394,628
    
    
    $
    473,553LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    40,947
    
    
    $
    57,773Accrued liabilities
    
    
    25,383
    
    
    
    23,787Current portion of long-term debt
    
    
    
    
    
    
    17,684Liabilities of discontinued operations
    
    
    6,344
    
    
    
    9,487Total current liabilities
    
    
    72,674
    
    
    
    108,731Long-term debt
    
    
    100,579
    
    
    
    100,579Deferred tax liability
    
    
    14,426
    
    
    
    28,407Deferred credits and other liabilities
    
    
    66,514
    
    
    
    74,464Redeemable preferred stock
    
    
    46,445
    
    
    
    41,289Commitments and contingencies (Note 7)Stockholders equity:Common stock, $.01 par value
    
    
    28
    
    
    
    28Additional paid-in capital
    
    
    194,409
    
    
    
    199,408Accumulated deficit
    
    
    (99,481
    )
    
    
    (78,387
    )Accumulated other comprehensive loss
    
    
    (966
    )
    
    
    (966
    )Total stockholders equity
    
    
    93,990
    
    
    
    120,083Total liabilities and stockholders equity
    
    $
    394,628
    
    
    $
    473,553
  6




---



##### Table of Contents



STERLING CHEMICALS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine months endedSeptember 30,2005
    
    
    2004(Unaudited)(Dollars in thousands)Cash flows from operating activities:Loss from continuing operations
    
    $
    (7,206
    )
    
    $
    (39,012
    )Adjustments to reconcile loss from continuing operations to
net cash used in operating activities:Depreciation and amortization
    
    
    19,322
    
    
    
    18,839Impairment of goodwill
    
    
    
    
    
    
    48,463Interest amortization
    
    
    300
    
    
    
    298Lower-of-cost-or-market adjustment
    
    
    
    
    
    
    186Deferred tax expense (benefit)
    
    
    (4,709
    )
    
    
    4,858Other
    
    
    157
    
    
    
    1Change in assets/liabilities:Accounts receivable
    
    
    11,758
    
    
    
    4,495Inventories
    
    
    23,486
    
    
    
    (13,242
    )Prepaid expenses
    
    
    (1,527
    )
    
    
    1,433Other assets
    
    
    2,097
    
    
    
    (3,336
    )Accounts payable
    
    
    (16,826
    )
    
    
    7,156Accrued liabilities
    
    
    2,187
    
    
    
    3,779Other liabilities
    
    
    (6,765
    )
    
    
    (1,381
    )Net cash provided by operating activities
    
    
    22,274
    
    
    
    32,537Cash flows used in investing activities:Capital expenditures
    
    
    (4,904
    )
    
    
    (8,987
    )Cash used for methanol dismantling
    
    
    (591
    )
    
    
    Net cash used in investing activities
    
    
    (5,495
    )
    
    
    (8,987
    )Cash flows from financing activities:Net repayments on the Revolver
    
    
    (17,684
    )
    
    
    Net increase (decrease) in cash and cash equivalents from continuing operations
    
    
    (905
    )
    
    
    23,550Net increase (decrease) in cash provided by (used in) operating activities
from discontinued operations
    
    
    35,334
    
    
    
    (37,273
    )Net cash used in investing activities from discontinued operations
    
    
    (15
    )
    
    
    (629
    )Cash and cash equivalents  beginning of year
    
    
    1,901
    
    
    
    42,384Cash and cash equivalents  end of period
    
    $
    36,315
    
    
    $
    28,032Supplemental disclosures of cash flow information:Net interest paid
    
    $
    5,864
    
    
    $
    5,511Cash paid for income taxes
    
    
    59
    
    
    
    
  7




---



##### Table of Contents



STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Basis of Presentation
   2. Stock-Based Compensation
    8




---



##### Table of Contents



Three months ended September 30,
    
    
    Nine months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Dollars in Thousands, Except Share Data)Net income (loss)
attributable to common
stockholders, as reported
    
    $
    (10,835
    )
    
    $
    4,002
    
    
    $
    (26,250
    )
    
    $
    (59,322
    )Add: Stock-based employee
compensation expense
included in reported net
loss, net of related tax
effects
    
    
    
    
    
    
    
    
    
    
    128
    
    
    
    Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects
    
    
    110
    
    
    
    270
    
    
    
    350
    
    
    
    972Pro forma net income (loss)
    
    $
    (10,945
    )
    
    $
    3,732
    
    
    $
    (26,472
    )
    
    $
    (60,294
    )Basic income (loss) per
share attributable to
common stockholders:As reported
    
    $
    (3.83
    )
    
    $
    1.42
    
    
    $
    (9.28
    )
    
    $
    (21.00
    )Pro forma
    
    
    (3.87
    )
    
    
    1.32
    
    
    
    (9.36
    )
    
    
    (21.34
    )Diluted income (loss) per
share attributable to
common stockholders:As reported
    
    $
    (3.83
    )
    
    $
    0.99
    
    
    $
    (9.28
    )
    
    $
    (21.00
    )Pro forma
    
    
    (3.87
    )
    
    
    0.94
    
    
    
    (9.36
    )
    
    
    (21.34
    )
 3. Discontinued Operations
      9




---



##### Table of Contents



September 30, 2005
    
    
    December 31, 2004(Unaudited)(Dollars in thousands)Assets of discontinued operations:Accounts receivable, net
    
    $
    3,007
    
    
    $
    49,471Inventories
    
    
    835
    
    
    
    10,754Deferred tax asset
    
    
    
    
    
    
    453Property, plant and equipment, net
    
    
    
    
    
    
    522Other assets
    
    
    1,000
    
    
    
    3,715Total
    
    $
    4,842
    
    
    $
    64,915Liabilities of discontinued operations:Accounts payable
    
    $
    45
    
    
    
    9,487Accrued liabilities
    
    
    4,236
    
    
    
    Deferred credits and other liabilities
    
    
    2,063
    
    
    
    Total
    
    $
    6,344
    
    
    $
    9,487
  Three months ended September 30,
    
    Nine months ended September 30,2005
    
    2004
    
    2005
    
    2004(Unaudited)(Dollars in thousands)Revenues
    
    $
    4,582
    
    
    $
    61,923
    
    
    $
    40,545
    
    
    $
    129,503Loss before income taxes
    
    
    14,454
    
    
    
    6,163
    
    
    
    21,906
    
    
    
    25,044
  
    
    a prior force majeure dispute among the parties was settled;
    
    most of the acrylonitrile-related agreements between the parties were terminated as of May 31,
2005, including the Amended and Restated Production Agreement dated March 31, 1998, the Joint
Venture Agreement dated March 31, 1998, the Acrylonitrile Expanded Relationship and Master
Modification Agreement dated June 19, 2003 and the European Distribution Agreement dated March
31, 1998;
    
    we assigned our interest in ANEXCO, LLC to Innovene Chemicals; and
    
    we and Innovene Chemicals entered into amended and restated versions of our acrylonitrile
License Agreement and Catalyst Sales Contract.
    10




---



##### Table of Contents



4. Inventories
 September 30, 2005
    
    
    December 31, 2004(Dollars in thousands)Finished products
    
    $
    21,136
    
    
    $
    56,404Raw materials
    
    
    20,268
    
    
    
    14,178Inventories under exchange agreements
    
    
    7,104
    
    
    
    1,517Stores and supplies, net
    
    
    3,752
    
    
    
    5,127$
    52,260
    
    
    $
    77,226
 5. Earnings Per Share
  Three months ended September 30,
    
    
    Nine months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Dollars in Thousands, Except Share Data)Basic income (loss) per share:Income (loss) from continuing
operations attributable to common
shareholders
    
    $
    (1,671
    )
    
    $
    7,773
    
    
    $
    (12,362
    )
    
    $
    (43,419
    )Loss from discontinued operations
    
    
    (9,164
    )
    
    
    (3,771
    )
    
    
    (13,888
    )
    
    
    (15,903
    )Net income (loss), net of tax
    
    $
    (10,835
    )
    
    $
    4,002
    
    
    $
    (26,250
    )
    
    $
    (59,322
    )Weighted average shares outstanding
    
    
    2,828,474
    
    
    
    2,825,000
    
    
    
    2,827,566
    
    
    
    2,825,000Earnings per common share:Income (loss) from continuing
operations attributable to common
shareholders
    
    $
    (0.59
    )
    
    $
    2.75
    
    
    $
    (4.37
    )
    
    $
    (15.37
    )Loss from discontinued operations
    
    
    (3.24
    )
    
    
    (1.33
    )
    
    
    (4.91
    )
    
    
    (5.63
    )Net income (loss)
    
    $
    (3.83
    )
    
    $
    1.42
    
    
    $
    (9.28
    )
    
    $
    (21.00
    )Diluted income (loss) per share:Income (loss) from continuing
operations attributable to common
shareholders
    
    $
    (1,671
    )
    
    $
    7,773
    
    
    $
    (12,362
    )
    
    $
    (43,419
    )Loss from discontinued operations
    
    
    (9,164
    )
    
    
    (3,771
    )
    
    
    (13,888
    )
    
    
    (15,903
    )Net income (loss), net of tax
    
    
    (10,835
    )
    
    
    4,002
    
    
    
    (26,250
    )
    
    
    (59,322
    )Add: preferred stock dividends
    
    
    
    
    
    
    1,527
    
    
    
    
    
    
    
    Income (loss) for purposes of
computing diluted earnings per
share
    
    $
    (10,835
    )
    
    $
    5,529
    
    
    $
    (26,250
    )
    
    $
    (59,322
    )Weighted average common shares
outstanding
    
    
    2,828,474
    
    
    
    2,825,000
    
    
    
    2,827,566
    
    
    
    2,825,000Dilutive impact of preferred
stock, if converted
    
    
    
    
    
    
    2,767,626
    
    
    
    
    
    
    
    Weighted average common shares
outstanding assuming dilution
    
    
    2,828,474
    
    
    
    5,592,626
    
    
    
    2,827,566
    
    
    
    2,825,000
 11




---



##### Table of Contents



Three months ended September 30,
    
    
    Nine months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Earnings per common share
assuming dilution:Income (loss) from continuing
operations attributable to common
shareholders
    
    $
    (0.59
    )
    
    $
    1.66
    
    
    $
    (4.37
    )
    
    $
    (15.37
    )Loss from discontinued operations
    
    
    (3.24
    )
    
    
    (0.67
    )
    
    
    (4.91
    )
    
    
    (5.63
    )Net income (loss)
    
    $
    (3.83
    )
    
    $
    0.99
    
    
    $
    (9.28
    )
    
    $
    (21.00
    )
  6. Long-Term Debt
       12




---



##### Table of Contents



7. Commitments and Contingencies
 Product Contracts:
  Environmental Regulations:
      13




---



##### Table of Contents



Legal Proceedings:
    8. Pension Plans and Other Postretirement Benefits
  Three months ended September 30,
    
    
    Nine months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Dollars in thousands)Service cost
    
    $
    202
    
    
    $
    866
    
    
    $
    606
    
    
    $
    2,598Interest cost
    
    
    1,669
    
    
    
    1,886
    
    
    
    5,007
    
    
    
    5,656Expected return on plan assets
    
    
    (1,667
    )
    
    
    (1,478
    )
    
    
    (5,001
    )
    
    
    (4,434
    )Net pension costs
    
    $
    204
    
    
    $
    1,274
    
    
    $
    612
    
    
    $
    3,820
 14




---



##### Table of Contents



Three months ended September 30,
    
    
    Nine months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Dollars in thousands)Service cost
    
    $
    89
    
    
    $
    51
    
    
    $
    161
    
    
    $
    259Interest cost
    
    
    650
    
    
    
    382
    
    
    
    1,171
    
    
    
    1,489Amortization of unrecognized costs
    
    
    (491
    )
    
    
    (430
    )
    
    
    (886
    )
    
    
    (772
    )Curtailment gain
    
    
    (542
    )
    
    
    
    
    
    
    (542
    )
    
    
    (1,418
    )Plan costs of continuing operations
    
    
    (294
    )
    
    
    3
    
    
    
    (96
    )
    
    
    (442
    )Curtailment gain from discontinued
operations
    
    
    (1,185
    )
    
    
    
    
    
    
    (1,185
    )
    
    
    Net plan costs
    
    $
    (1,479
    )
    
    $
    3
    
    
    $
    (1,281
    )
    
    $
    (442
    )
    9. New Accounting Standards
   15




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       
 16




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Business Overview
    vice versa. vice versa
  17




---



##### Table of Contents



Source: Chemical Marketing Associates, Inc.
   Recent Developments
   18




---



##### Table of Contents



Results of Operations
 Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004
 Revenues and Income (Loss) from Continuing Operations
     Provision (Benefit) for Income Taxes
  19




---



##### Table of Contents



Discontinued Operations
  Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004
 Revenues and Income (Loss) from Continuing Operations
    SG&A Expenses
  Provision (Benefit) for Income Taxes
  Liquidity and Capital Resources
  20




---



##### Table of Contents



3 8
      21




---



##### Table of Contents



Working Capital
  Cash Flow
  Capital Expenditures
  Contractual Cash Obligations
  Critical Accounting Policies, Use of Estimates and Assumptions
  New Accounting Standards
   22




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
    23




---



##### Table of Contents



PART II.
OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 5. Other
  
 Item 6. Exhibits
  ExhibitNumber
    
    
    Description of Exhibit2.1
    
    -
    
    Certificate of Ownership and Merger merging Sterling Chemicals Holdings, Inc.
into Sterling Chemicals, Inc. (incorporated by reference from Exhibit 2.1 to our
Annual Report on Form 10-K for the fiscal year ended September 30, 2002).2.2
    
    -
    
    Joint Plan of Reorganization of Sterling Chemicals Holdings, Inc., et al., dated
October 14, 2002 (incorporated by reference from Exhibit 2.1 to our Form 8-K filed
on November 26, 2002).2.3
    
    -
    
    First Modification to Joint Plan of Reorganization of Sterling Chemicals
Holdings, Inc., et al., dated November 18, 2002 (incorporated by reference from
Exhibit 2.2 to our Form 8-K filed on November 26, 2002).3.1
    
    -
    
    Amended and Restated Certificate of Incorporation of Sterling Chemicals, Inc.
(conformed copy) (incorporated by reference from Exhibit 3.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2005).3.2
    
    -
    
    Restated Certificate of Designations, Preferences, Rights and Limitations of
Series A Convertible Preferred Stock of Sterling Chemicals, Inc. (incorporated by
reference from Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2003).3.3
    
    -
    
    Restated Bylaws of Sterling Chemicals, Inc. (conformed copy) (incorporated by
reference from Exhibit 3.3 to our Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2003).**99.1
    
    -
    
    Amended and Restated Corporate Governance Committee Charter.**15.1
    
    -
    
    Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.**31.1
    
    -
    
    Rule 13a-14(a) Certification of the Chief Executive Officer**31.2
    
    -
    
    Rule 13a-14(a) Certification of the Chief Financial Officer**32.1
    
    -
    
    Section 1350 Certification of the Chief Executive Officer**32.2
    
    -
    
    Section 1350 Certification of the Chief Financial Officer
 
 **
    
    Filed or furnished herewith 24




---



##### Table of Contents



SIGNATURES
  STERLING CHEMICALS, INC.
(Registrant)Date: November 8, 2005
    By
    /s/ RICHARD K. CRUMPRichard K. CrumpPresident and Chief Executive Officer Date: November 8, 2005
    By
    /s/ PAUL G. VANDERHOVENPaul G. VanderhovenSenior Vice President-Finance and Chief Financial Officer
(Principal Financial Officer) 25




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber

    
    
    Description of Exhibit2.1
    
    -
    
    Certificate of Ownership and Merger merging Sterling Chemicals Holdings, Inc.
into Sterling Chemicals, Inc. (incorporated by reference from Exhibit 2.1 to our
Annual Report on Form 10-K for the fiscal year ended September 30, 2002).2.2
    
    -
    
    Joint Plan of Reorganization of Sterling Chemicals Holdings, Inc., et al., dated
October 14, 2002 (incorporated by reference from Exhibit 2.1 to our Form 8-K filed
on November 26, 2002).2.3
    
    -
    
    First Modification to Joint Plan of Reorganization of Sterling Chemicals
Holdings, Inc., et al., dated November 18, 2002 (incorporated by reference from
Exhibit 2.2 to our Form 8-K filed on November 26, 2002).3.1
    
    -
    
    Amended and Restated Certificate of Incorporation of Sterling Chemicals, Inc.
(conformed copy) (incorporated by reference from Exhibit 3.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2005).3.2
    
    -
    
    Restated Certificate of Designations, Preferences, Rights and Limitations of
Series A Convertible Preferred Stock of Sterling Chemicals, Inc. (incorporated by
reference from Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2003).3.3
    
    -
    
    Restated Bylaws of Sterling Chemicals, Inc. (conformed copy) (incorporated by
reference from Exhibit 3.3 to our Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2003).**99.1
    
    -
    
    Amended and Restated Corporate Governance Committee Charter.**15.1
    
    -
    
    Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.**31.1
    
    -
    
    Rule 13a-14(a) Certification of the Chief Executive Officer**31.2
    
    -
    
    Rule 13a-14(a) Certification of the Chief Financial Officer**32.1
    
    -
    
    Section 1350 Certification of the Chief Executive Officer**32.2
    
    -
    
    Section 1350 Certification of the Chief Financial Officer
 
 **
    
    Filed or furnished herewith