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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
FORM 8-K/A-3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 23, 1997
PACIFIC CHEMICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other Jurisdiction of Incorporation)
1-13890 22-2894444
(Commission File No.) (I.R.S. Employer Identification No.)
745 Alexander Road Princeton, New Jersey 08540
(Address of principal executive offices) (zip code)
Registrant's telephone number including area code (609) 514-1600
BUREAU OF ELECTRONIC PUBLISHING, INC.
(Former name if changed since last report)
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Item 7. Financial Statements and Exhibits.
This Amendment No. 3 is being filed in order to file certain
exhibits in addition to those previously filed with this current
report on Form 8-K.
(c) Exhibits
Exhibits 1 - 4 were previously filed.
5 Sales Contract, dated February 9, 1996, by and among Jinan
Chemical Fibre Corporation ("JCF") and Pacific Chemical Group
Limited ("PCG").
6 Supply Contract, dated February 9, 1996, by and among JCF and
PCG.
7 Lease Agreement, dated February 9, 1996, by and among JCF and
PCG.
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 thereunto duly authorized.
BUREAU OF ELECTRONIC PUBLISHING, INC.
By: /s/ J. S. Pan
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J. S. Pan, Vice President and
Chief Financial Officer
Date: December 18, 1997
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Exhibit 5
SALES CONTRACT
Supplying Party: Jinan Chemical Fibre Corporation, China (Party A)
Purchasing Party: Pacific Chemical Group Limited (Party B)
According to Item 1 of Article 17 of the Sino-Foreign Joint Venture Contract,
Party B will be responsible for supplying Party A's production raw material
Purified Terephthalic Acid (PTA), and Party A will pay for it in a timely
manner. After negotiations, the following has been agreed to by both sides:
1. Product: Purified Terephthalic Acid (PTA)
2. Quantity: Party B promises to supply Party A with 69,000 to 74,300
tons of PTA annually as its first priority. (Both sides must
provide statements of projected annual supply and demand according
to sales.)
3. Quality: The quality of Party B's PTA must meet the standards of
the contract that was signed at the time Party B imported the PTA
production technology.
4. Product price: Principally, the PTA's price will be decided
according to the government's price guidelines.
5. Calculation and settlement:
a. Transportation and packing: Transport by pipeline is the main
means of transportation, and bagging by the ton is the auxiliary
means of transportation.
b. Calculation: The amount shown on the computer in Party B's central
control room will be regarded as its output. This will be Party
A's purchasing amount, after reexamination of this output by Party
A.
c. Settlement:
i. Party A's finance department will pay in time according to
its warehouse entry and Party B's value added tax receipt.
ii. Party B and Party A will use advance receipt and payment
in advance, respectively. Party A will pay three times a
month in advance as Party B's advance receipt. The account
will be closed at the end of each month.
iii. If Party A meets financial difficulties, it can issue an
acceptance bill to settle an account.
6. Responsibilities:
a. If Party A stops production due to a lack of raw materials because
Party B stops production unintentionally, Party B will be
responsible for any loss.
b. If Party B's production quality does not meet standards and
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affects Party A's product quality, Party B will be responsible for
any loss.
c. Party B has the right to stop production if Party A is behind in
payments for an extended period of time (more than one month), and
Party A will be responsible for any loss due to such an
occurrence.
d. Other items not included here will be negotiated.
7. This agreement is an indivisible part of the Sino-Foreign Joint
Venture Contract, and has the same legal effect.
8. This contract is valid for 25 years, and it is effective on
the day it is signed.
9. This agreement is signed and effective on February 9, 1996.
Party A: Jinan Chemical Fibre Corporation, China
Representative: /s/ Jin Shan
Party B: Pacific Chemical Group Limited
Representative: /s/ Chen Zheng Hao
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Exhibit 6
SUPPLY CONTRACT
Supplying Party: Jinan Chemical Fibre Corporation, China (Party A)
Purchasing Party: Pacific Chemical Group Limited (Party B)
According to Item 2 of Article 14 of the Sino-Foreign Joint Venture Contract,
Party A will supply the joint venture company with water, electricity, air, and
other required materials and services. After negotiations, the following has
been agreed to by both sides:
10. Range of materials and services:
a. Electricity (for industrial and lighting use)
b. Water: industrial water, first-grade water, second-grade
water, and circulating water
c. Air: compressed air (including air used for instruments),
nitrogen, and steam
11. Supply amount and quality:
a. The amount of the above supplies should be enough to satisfy Party
B's requirements for normal production (except in situations
beyond reasonable control).
b. The quality of the above supplies should meet the requirements for
producing PTA.
12. The price of the above products are determined on the basis of:
a. Actual cost of the products (included in workshop cost)
b. Profit considerations
c. Tax
[Calculated price formula: actual cost + actual cost * (profit
ratio + circulation tax ratio) = settlement price. The price
will be adjusted each year by both parties.]
13. Calculation and settlement:
a. Party A's calculation department performs all calculations. The
figures used for these calculations must first be agreed upon by
Party B before they are used to settle accounts.
b. Each month Party B will pay three times in advance according to
the projected quantity multiplied by the unit price. The account
will be closed at the end of each month (there will be a refund
for any overpayment or a supplemental payment for any deficiency).
c. If Party B meets financial difficulties, Party A may subtract from
its own product payment.
14. Period:
a. According to Article 39 of the Sino-Foreign Joint Venture
Contract, this agreement is valid for 25 years, and can be
extended as required.
b. During the joint venture period, without Party A's permission,
Party B can neither arbitrarily change the
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usage of materials and services, nor change or add facilities. If
the above changes are required, Party B must ask Party A's
permission first, and will be responsible for the expenses.
15. Responsibilities:
a. Party A cannot arbitrarily stop supplying the above materials and
services (except in situations beyond reasonable control). If
Party B stops production because of this, Party A will be
responsible for any loss.
b. Party A will be responsible any loss if Party A supplies inferior
materials or services that cause Party B to stop production or
affect its PTA quality.
16. This agreement is an indivisible part of the Sino-Foreign Joint
Venture Contract, and has the same legal effect.
17. This agreement is signed and implemented on February 9, 1996.
Party A: Jinan Chemical Fibre Corporation, China
Representative: /s/ Jin Shan
Party B: Pacific Chemical Group Limited
Representative: /s/ Chen Zheng Hao
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Exhibit 7
LEASE AGREEMENT
Party A: Jinan Chemical Fibre Corporation, China
Party B: Pacific Chemical Group Limited
According to Item 1 of Article 14 of the Sino-Foreign Joint Venture Contract,
the joint venture company will lease from Party A space, factory buildings, and
some equipment. After negotiations, the following has been agreed to by both
parties:
1. Party A will supply factory buildings with a total area of 13,294
square meters for 25 years, starting the day on which the joint venture
company's license is issued.
2. The annual rent per square meter for space is Rmb 9.43. The annual rent
per square meter for factory buildings is Rmb 14.70. The above rent
will not change within five years, but will be negotiable after five
years. The rent will be paid once a month in a timely manner.
3. The joint venture company will pay land use taxes according to
government regulations.
4. During the lease period, the joint venture company cannot arbitrarily
add or change facilities. If an addition or change is required, it can
only be done with Party A's agreement, and the expenses will be paid by
the joint venture company (Party B). When the lease contract is over,
the addition or change cannot be canceled and will be transferred
without payment to Party A.
5. The total value of the equipment leased by the joint venture company is
equal to Rmb 201,334,100. The lease price is Rmb 2,686,000 per month.
6. During the lease period, the joint venture company will be responsible
for repairing the production equipment and special supplementary
facilities supplied by Party A. The joint venture company will also be
responsible for all the expenses.
7. This agreement is an indivisible part of the Sino-Foreign Joint Venture
Contract, and has the same legal effect.
8. This agreement is signed on February 9, 1996.
Attachments
9. Drawing and introduction of leased space and buildings
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10. List of leased production equipment and special supplementary
facilities
Party A: Jinan Chemical Fibre Corporation, China
Representative: /s/ Jin Shan
Party B: Pacific Chemical Group Limited
Representative: /s/ Chen Zheng Hao
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