AMERICAN PLASTICS & CHEMICALS INC
8-K, 1996-11-21
INDUSTRIAL INORGANIC CHEMICALS
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               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    NOVEMBER 15, 1996 
                                
               (Date of earliest event reported)
                                
                                
               AMERICAN PLASTICS & CHEMICALS INC.         
     (Exact name of registrant as specified in its charter)
                                
                                
                            DELAWARE                      
         (State or other jurisdiction of incorporation)
                                
                                
          06348                           95-2461288         
   (Commission File No.)          (I.R.S. Identification No.)
                                
                                
                                
     400 N. ST. PAUL STREET, SUITE 890, DALLAS, TX  75201     
  (Address of principal executive offices, including zip code)
                                
                                
                                
         Registrant's telephone number  (214) 871-9650
                  (A Development Stage Company)



                               
<PAGE>

ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

          Not Applicable

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

          Not Applicable

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP

          Not Applicable

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

          Not Applicable

ITEM 5.   OTHER EVENTS

          The Registrant has engaged an internationally recognized investment
          banking firm to serve as its exclusive financial advisor and agent
          with respect to arranging financing for a methylene di-para-
          phenylene isocyanate ("MDI") plant to be constructed in the People's
          Republic of China ("China").

          The MDI plant is to be designed, built, and operated by a joint
          venture of which a 60% controlling interest is owned by the
          Registrant.  A feasibility study of the project conducted by an
          independent engineering firm was completed in November 1995.  It
          confirmed the project's viability, including capital costs.  An
          environ-mental impact report was completed by a second independent
          engineering firm in December 1995.  These reports and the joint
          venture contracts between the Registrant and its Chinese partner
          were submitted to the appropriate Chinese State authorities in late
          March 1996 for their preliminary approval of the project, with final
          approval subject to completion of funding arrangements.  However,
          the MDI project has been formally approved as part of China's Ninth
          Five Year Plan which began on January 1, 1996.

          The investment in the project is estimated to be $160 million. 
          China law requires that registered capital (equity) be one-third of
          the total investment, or approximately $53 million.  The project
          debt would be approximately $107 million.  The debt requirement is
          to be raised via project financing, with the borrower to be the
          joint venture.  However, the Registrant and its partner are each
          individually responsible for their respective equity contributions
          to the joint venture.  Therefore, the Registrant is required to
          raise sixty percent (60%) of the total $53 million equity
          requirement, or approximately $35 million, inclusive of fees and
          contingencies.  

<PAGE>

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS

          Not Applicable

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          Not Applicable

ITEM 8.   CHANGE IN FISCAL YEAR

          Not Applicable


                            SIGNATURES

          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 hereunto duly authorized.


                                   American Plastics & Chemicals Inc.
                                             (registrant)




                                   By:    /s/   M. Edward Stewart
                                       _______________________________________
                                        M. Edward Stewart
                                        President & Chief
                                        Executive Officer


Date:  November 15, 1996




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