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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PACIFIC CHEMICAL, INC.
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(Name of Issuer)
Common Stock, par value $.001
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(Title of Class of Securities)
69406F 10 1
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(CUSIP Number)
James W. Lucas, Esq.
Suite 2400
521 Fifth Avenue
New York, New York 10175
(212) 697-6464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-I(b)(3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with the
statement. [ ] (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
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Schedule 13D
CUSIP No. 69406F 10 1 13D Page 2 of 8 Pages
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1. NAME OF REPORTING PERSON
Jao Shun Pan
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7. SOLE VOTING POWER
1,082,936
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,082,936
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,082,936
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.22%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 6 Pages
Item 1. Security and Issuer
This statement relates to Common Stock, $.001 par value, (the "Common
Stock"), of Pacific Chemical, Inc., which changed its name from Bureau of
Electronic Publishing, Inc. on June 27, 1997 (the "Company"). The address of
the principal executive office of the Company is 745 Alexander Road, Princeton,
New Jersey 08540. The address of the Company's principal operations is No. 2
Jinan Hua Xian Road, Jinan, People's Republic of China 250100.
Item 2. Identity and Background
(a) This statement is filed on behalf of Jao Shun Pan.
(b) The business address for Mr. Pan is No. 331 Dong Yuan San Cun,
#1705, Pudong Nan Lu, Shanghai, People's Republic of China 200120. Mr. Pan's
United States mailing address is c/o International Corporate Offices, 1076 East
Putnam Avenue, Riverside, CT 06878.
(c) Mr. Pan is Vice President, Chief Financial Officer, and Assistant
Secretary of the Company and also serves as president of Pacific Diversified
Holdings Limited and is a consultant to Chinese companies. He conducts these
activities primarily at the business address above.
(d) During the last five years, Mr. Pan has not been
convicted in a criminal proceeding.
(e) During the last five years, Mr. Pan has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
relating to the violation of any federal or state securities law.
(f) Mr. Pan is a citizen of Canada.
Item 3. Source and Amount of Funds or other Consideration
On January 23, 1997, the Company, then named Bureau of Electronic
Publishing, Inc., executed and closed transactions pursuant to an Agreement and
Plan of Merger between the Company, BEPI Acquisition Corporation
("Subsidiary"), Pacific Chemical Group Limited ("PCG"), and Jinan Chemical
Fibre Corporation ("JCF") (the "Agreement"). PCG owns 51% and JCF owns 49% of a
joint venture, Jinan Dayang Chemical Fibre Corporation (the "Joint Venture"),
which operates JCF's former Plant No. 1 production facility for purified
terephthalic acid ("PTA").
At the closing Subsidiary merged into PCG (the "Merger"). In
connection with the Merger, the stockholders of PCG transferred 100% ownership
of PCG to the Company and the stockholders of PCG received an aggregate of
833,671.66 shares of Series A Preferred
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Page 4 of 6 Pages
Stock of the Company. Each share of Series A Preferred Stock was automatically
convertible into 100 shares of the Company's Common Stock when the number of
authorized shares of the Company's Common Stock was increased to 300,000,000
shares. This increase occurred on June 19, 1997. Mr. Pan held 64,976.16 shares
of Series A Preferred Stock and was issued 6,497,616 shares of Common Stock as
a result of the conversion of the Series A Preferred Stock. On June 27, 1997
the Company effected a six-to-one reverse stock split which changed the number
of Mr. Pan's shares of Common Stock to 1,082,936 shares.
Item 4. Purpose of Transaction
As of the closing, Mr. Pan was elected to the Board of
Directors of the Company. All other directors and officers of the
Company resigned. Mr. Bryan Finkel, a former director was
immediately reelected as a director. After the closing, Mr. Pan
was also elected Vice President, Chief Financial Officer and
Assistant Secretary of the Company.
Except as set forth above, Mr. Pan does not have any plans with
respect to any of the securities set forth under Item 5 which is referred to in
Items 4(a) - 4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Pan holds an aggregate of 1,082,936 shares of Common
Stock, representing approximately 7.22% of the total outstanding
Common Stock of the Company.
(b) Mr. Pan has sole power to vote and dispose of all of the
shares set forth above.
(c) Mr. Pan has not effected any transactions in shares of
Common Stock during the past 60 days.
(d) Mr. Pan has the sole right to receive and power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock beneficially owned by him.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None.
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Page 5 of 6 Pages
Item 7. Material to be Filed as Exhibits
(1) Agreement and Plan of Merger dated January 23, 1997, by and among the
Company, Subsidiary, PCG, and JCF (incorporated by reference to the
Company's report on Form 8-K filed February 7, 1997).
(2) Certificate of Designation of Series A Preferred Stock (incorporated
by reference to the Company's report on Form 8-K filed February 7,
1997).
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Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: June 30, 1997
/s/ Jao Shun Pan
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Jao Shun Pan
