HomeMy WebLinkAbout93-IDA-13
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ORDINANCE NO. 93-IDA-13
AN ORDINANCE AUTHORIZING THE EXECUTION BY THE CITY OF LA PORTE OF
AN INDUSTRIAL DISTRICT AGREEMENT WITH CHUSEI (USA) INC., FOR THE.
TERM COMMENCING JANUARY 1, 1994, AND ENDING DECEMBER 31, 2000;
MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT;
FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING AN
EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
section 1.
CHUSEI (USA) INC. has executed an industr.ial
district agreement with the City of La Porte, for the term
commencing January 1, 1994, and ending December 31, 2000, a copy
of which is attached hereto, incorporated by reference herein, and
made a part hereof for all purposes.
section 2. The Mayor, the City Manager, the City Secretary,
and the City Attorney of the City of La Porte, be, and they are
hereby, authorized and empowered to execute and deliver on behalf
of the City of La Porte, the industrial district agreement with the
corporation named in Section 1 hereof.
section 3.
The City Council officially finds, determines,
recites, and declares that a sufficient written notice of the date,
hour, place and subject of this meeting of the City Council was
posted at a place convenient to the public at the city Hall of the
ci ty for the time required by law preceding this meeting, as
required by the Open Meetings Law, Article 6252-17, Texas Revised
civil Statutes Annotated; and that,this meeting has been open to
the public as required by law at all times during which this
ordinance and the subject matter thereof has been discussed,
considered and formally acted upon. The City Council further
ratifies, approves and confirms such written notice and the
contents and posting thereof.
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ORDINANCE NO. 93-IDA-13
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section 4. This Ordinance shall be effective from and after its
passage and approval, and it is so ordered.
PASSED AND APPROVED, this 10th day of January, 1994.
ATTEST:
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Sue Lenes,
City Secretary
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CITY OF LA PORTE
By: 4r::~~
Mayor
CURRENT NAME
CHUSEI (U.S.A.) Inc.
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PREVIOUS NAME & DATE
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CITY OF L~ PORTE
PHONE (71 3) 471-5020 . p, 0, Box 1 1 1 5 . LA PORTE. TEXAS 77572
January 11, 1994
CHUSEI (U.S.A.) Inc.
12500 Bay Area Boulevard
Pasadena, TX 77507
Attn: Mr. Duncan Hasell
Re: City of La Porte Industrial District Agreement,
Effective January 1, 1994.
Dear Mr. Hasell:
I am pleased to enclose herewith fully executed duplicate original
copy of the industrial district agreement between your firm and the
City of La Porte, effective January 1, 1994, for the term expiring
December 31, 2000.
I also enclose certified copy of the City of La Porte's approval
ordinance, for your records.
Thank you for your cooperation in this matter. If my office can
ever be of assistance to your firm, please do not hesitate to call.
Yours very truly,
CITY OF LA PORTE
By: G<~ T. ~
Robert T. Herrera
City Manager
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Enclosures
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NO. 93-IDA- 13 {
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STATE OF TEXAS {
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COUNTY OF HARRIS {
INDUSTRIAL DISTRICT AGREEMENT
This AGREEMENT made and entered into by and between the CITY
OF LA PORTE, TEXAS, a municipal corporation of Harris County,
Texas, hereinafter called "CITY", and (~~e:7 I VSA-') /AX!-. ·
,a 7b)<AS corporation, hereinafter
called "COMPANY",
WIT N E SSE T H:
WHEREAS, it is the established policy of ~h~ city Council of
the City of La Porte, Texas, to adopt such reasonable measures from
time to time as are permitted by law and which will tend to enhance
the economic stability and growth of the city and its environs by
attracting the location of new and the expansion of existing
industries therein, and such policy is hereby reaffirmed and
adopted by this City Council as being in the best interest of the
City and its citizens; and
WHEREAS, pursuant to its policy, City has enacted Ordinance
No. 729, designating portions of the area located in its
extraterritorial jurisdiction as the "Battleground Industrial
District of La Porte, Texas", and Ordinance No. 842A, designating
portions of the area located in its extraterritorial jurisdiction
as the "Bayport Industrial District of La Porte, Texas",
hereinafter collectively called "District", such Ordinances being
in compliance with the Municipal Annexation Act of Texas, codified
as section 42.044, Texas Local Government Code; and
WHEREAS, Company is the owner of land within a designated
Industrial District of the City of La Porte, said land being
legally described on the attached Exhibit "A" (hereinafter "Land") ;
and said Land being more particularly shown on a plat attached as
Exhibit "B", which plat describes the ownership boundary lines; a
si te layout, showing all improvements, including pipelines and
railroads, and also showing areas of the Land previously annexed
by the city of La Porte; and
WHEREAS, City desires to encourage the expansion and growth
of industrial plants within said Districts and for such purpose
desires to enter into this Agreement with Company pursuant to
Ordinance adopted by the City Council of said city and recorded in
the official minutes of said City:
NOW, THEREFORE, in consideration of the premises and the
mutual agreements of the parties contained herein and pursuant to
the authority granted under the Municipal Annexation Act and the
Ordinances of City referred to above, City and Company hereby agree
with each other as follows:
Revised: october 22, 1993
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City covenants, agrees and guarantees that during the term of this
Agreement, provided below, and subject to the terms and provisions
of this Agreement, said District shall continue to retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the Land belonging to Company and its
assigns, unless and until the status of said Land, or a portion or
portions thereof, as an industrial district may be changed pursuant
to the terms of this Agreement. Subject to the foregoing and to
the later provisions of this Agreement, City does further covenant,
agree and guarantee' that such industrial district,' to the extent
that it covers said Land lying within said District and not now
within the corporate limits of city, shall be immune from
annexation by City during the term ,hereof (except as hereinafter
provided) and shall have no right to have extended to it any
,services by city, and that all Land, including that which has been
heretofore annexed, shall not have extended to it by ordinance any
rules and regulations (a) governing plats and subdivisions of land,
(b) prescribing any building, electrical, plumbing or inspection
code or codes, or (c) attempting to exercise in any manner whatever
control over the conduct of business thereon; provided, however,
it is agreed that City shall have the, right to institute or
intervene in any administrative and/or judicial proceeding
authorized by the Texas Water Code, the Texas Clean Air Act, the
Texas Health & Safety Code, or other federal or 'state environmental
laws, rules or regulations, to the same extent and to the same
intent and effect as if all Land covered by this Agreement were
not subject to the Agreement.
II.
In the event that any portion of the Land has heretofore been
annexed by city, Company agrees to render and pay full City ad
valorem taxes on such annexed Land and improvements, and tangible
personal property.
Under the terms of the Texas Property Tax Code (S.B. 621, Acts 'of
the 65th Texas Legislature, Regular Session, 1979, as amended), the
appraised value for tax purposes of the annexed portion of Land,
improvements, and tangible personal property shall be determined
by the Harris County Appraisal Distr ict. The parties hereto
recognize that said Appraisal District has no authority to appraise
the Land, improvements, and tangible personal property in, the
unannexed area for the purpose of computing the "in lieu" payments
hereunder. Therefore, the parties agree that the appraisal of the
Land, improvements, and tangible personal property in the unannexed
area shall be conducted by City, at City's expense, by an
, independent appraiser of City's selection. The parties recognize
that in making such appraisal for "in lieu" payment purposes, such
appraiser must of necessity appraise the entire (annexed and
unannexed) Land, improvements, and tangible person~l property.
Nothing herein contained shall ever be interpreted as lessening the
authority of the Harris county Appraisal District to establish the
appraised value of Land, improvements, and tangible personal
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property in the annexed portion, for ad valorem tax purposes.
III.
A. On or before April 15, 1994, and on or before each April 15th
thereafter, unless an extension is granted. in accordance with the
Texas Property Tax Code, through and including April 15, 2000,
Company shall provide City with a written description of its Land
and all improvements and tangible personal property located on the
Land as of the immediately preceding January 1st, stating its
opinion of the Property's market value, and being sworn to by an
authorized, officer of the Company authorized to do so, or Company's
duly authorize~ agent, (the company's'''Rendition'').' Company may
file such Rendition on a Harris County Appraisal District rendition
form, or similar form. The properties' which the Company must
render and upon which the "in lieu of" taxes are assessed are more
fully described in subsections 1, 2, and 3 of subsection D, of this
Paragraph III (sometimes collectively called the "Property"). A
failure by Company to file a Rendition as provided for in this
paragraph, shall constitute a waiver by Company for the current tax
year, of all rights of protest and appeal under the terms 'of this
Agreement.
B. As part of its rendition, Company shall furnish to City a
written report of the names and addresses of all persons and
entities who store any tangible personal property on the Land by
bailment, lease, consignment, or other arrangement with Company
("products in storage"), and are in the possession or under the
management of Company on January 1st of each Value Year, further
giving a description of such products in storage.
C. On or before the later of December 31, 1994, or 30 days from
mailing of tax bill and in like manner on or before each December
31st thereafter, through and including December 3~, 2000, Company
shall pay to City an amount "in lieu of taxes" on Company's
Property as of January 1st of the current calendar year . ("Value
Year").
D. Company agrees to render to City and pay an amount "in lieu
of taxes" on company's Land, improvements and tangible personal
property in the unannexed area equal to the sum of:
1. (a) Fifty percent (50%) of the amount of ad valorem
taxes which would be payable to City if all of the
Company's Land and improvements which existed on
January 1, 1994, January 1, 1995, and January 1,
1996, had been within the corporate limits of City
and appraised each year by city's independent
appraiser; and
(b) Fifty-three percent (53%) of the amount of ad
valorem taxes which would be payable to City if all
of the Company's Land and improvements which existed
on January 1, 1997, January 1, 1998, January 1,
1999, and January 1, 2000, had been within the
corporate limits of City and appraised each year by
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City's independent appr~iser; and
2. (a) On any Substantial Increase in value of the Land,
improvements, and tangible personal property
(excluding inventory) dedicated to new construction,
in excess of the appraised value of same on January
1, 1993, resulting from new construction (exclusive
of construction in progress, which shall 'be exempt
from taxation), for each Value Year following
completion of construction in progress, an amount
equal to Thirty percent (30%) of the amount of ad
valorem taxes which would be payable to City if all
of said new construction had been within the
corporate limits of city and 'appraise~ by City's
i~dependent appraiser.
(b) A Substantial Increase in value of the Land and
improvements as used in subparagraph 2(a) above, is
defined as an increase in value that is the lesser
of either:
i. at least Five percent (5%) of the total
appraised value of Land and improvements, on
January 1, 1993; or
ii. a cumulative value of at least $3,500,000.00.
For the purposes of this Agreement, multiple
projects that are completed in a Value Year can be
cumulated to arrive at the amount for the increase
in value.
(c) If existing property values have depreciated below
the value established on January 1, 1993, an amount
equal to the amount of :the depreciation will be
removed from this calculation to restore the value
to the January 1, 1993, value; and
3. (a) Fifty-percent (50%) of the amount of ad valorem
taxes which would be payable to City on all of the
Company's tangible personal property of every
description, including, without limitation,
inventory, oil, gas, and mineral interests, items
,of le~sed equipment, railroads, pipelines, and
products in storage located on the Land, if all of
said tangible personal property which existed on
January 1, 1994, January 1, 1995, and January 1,
1996, had been within the corporate limits of City
and appraised each year by the City's independent
appraiser;
(b) Fifty-three percent (53%) of the amount of ad
valorem taxes which would be payable to City on all
of the Company's tangible personal property of every
description, including, without limitation,
inventory, oil, gas, and mineral interests, items
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of leased equipment, ,railroads, pipelines, and
products in storage located on the Land, if all of
said tangible personal property which existed on
January 1, 1997, January 1, 1998, January 1, 1999,
and January 1, 2000, had been within the corporate
limits of city and appraised each year by the City's
independent appraiser.
wi th the sum of 1, 2 and 3 reduced by the amount of City's ad
valorem taxes on the annexed portion thereof as determined by
appraisal by the Harris County Appraisal District.
IV.
This Agreement shall extend for a period beginning on the 1st day
of January, 1994, and continuing thereafter until December 31,
2000, unless extended for an additional period or periods of time
upon mutual consent of Company and ci ty as provided by the
Municipal Annexation Act; provided, however, that in the event this
Agreement is not so extended for an additional period or periods
of time on or before August 31, 2000, the agreement of City not to
annex property of Company within the District shall terminate. In
that event, City shall have the right to commence immediate
annexation proceedings as to all of Company's property covered by
this Agreement, notwithstanding any of the terms and provisions of
this Agreement.
Company agrees that if the Texas Municipal Act, section 42.044,
Texas Local Government Code, is amended after January 1, 1994, or
any new legislation is thereafter enacted by the Legislature of the
State of Texas which imposes greater restrictions on the right of
City to annex land belonging to Company or imposes further
obligations on City in connection therewith after the annexation
of such land, Company will waive the right to require City to
comply with any such additional restrictions or obligations and the
rights of the parties shall be then 'determined in accordance with
the provisions of said Texas Municipal Annexation Act as the same
existed January 1, 1994. '
V.
This Agreement may be extended for an additional period or periods
by agreement between City and Company and/or its assigns even
though it' is not extended by agreement between City and all of the
owners of all land within the District of which it is a part.
VI.
A. In the event Company elects to protest the valuation for tax
purposes set on its said properties by City or by the Harris County
Appraisal District for any year or years during the terms hereof,
nothing in this Agreement shall preclude such protest and Company
shall have the right to take all legal steps desired by it to
reduce the same.
Notwithstanding such protest by Company, Company agrees to pay to
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City on or before the date \herefor hereinabove provided, at least
the total of (a) the total amount of ad valorem taxes on the
annexed portions, plus (b) the total amount of the "in lieu of
taxes" on the unannexed portions of Company's hereinabove described
property which would be due to City in accordance with the
foregoing provisions of this Agreement on the basis of renditions
which shall be filed by Company.
When the City or Harris County Appraisal District (as the case may
be) valuation on said property of Company has been so finally
determined, either as the result of final judgment of a court of
competent jurisdiction or as the result of other final conclusion
of the controversy, then within thirty (30) days thereafter Company
shall make payment to City of any additional payment due hereunder
based on such final valuation, together with applicable penalties,
interests, and costs.
B. Should Company disagree with any appraisal made by the
independent appraiser selectedpy City pursuant to Article II above
(which shall be given in writing to Company), Company shall, within
twenty (20) days of receiving such copy, give written notice to the
City of such disagreement. In the event Company does not give such
written notice of disagreement within such time period; the
appraisal made by said independent appraiser shall be final and
controll'ing for purposes of the determination of "in lieu of taxes"
payments to be made under this Agreement.
Should Company give such notice of disagreement, Company shall also
submit to the City with such notice a written statement setting
forth what Company believes to be the market value of company's
hereinabove described property. Both parties agree to thereupon
enter into good faith negotiations in an attempt to reach an
agreement as to the market value of Company's property for "in
lieu" purposes hereunder. If, after the expiration of thirty (30)
days from the date the notice of disagreement was received by City,
the parties have not reached agreement as to such market value, the
parties agree to submit the dispute to final arbitration as
provided in subparagraph 1 of this Article VI ,B. Notwithstanding
any such disagreement by Company, Company agrees to pay to City on
or before December 31 of each year during the term hereof, at least
the total of (a) the ad valorem taxes on the annexed portions, plus
(b) the total amount of the "in lieu" payments which would be due
hereunder on the basis of Company's valuations rendered and/ or
submi tted to city by Company hereunder" or the, total assessment and
"in lieu of taxes" thereon for the last prec;:eding year, whichever
is higher.
1. A Board of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be
named by those two. In case of no agreement on this
arbitrator in 10" days, the parties will join in a written
request that the Chief Judge of the u.s. District Court
for the Southern District of Texas appoint the third
arbitrator who, (as the "Impartial Arbitrator") shall
preside over the arbitration proceeding. The sole issue
to be determined in the arbitration shall be resolution
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- of the difference between the parties as to the, fair
market value of Company's property for calculation of the
"in lieu" payment and total payment hereunder for the
year in question. The Board shall hear and consider all
relevant and material evidence on that issue including
expert opinion, and shall render its written decision as
promptly as practicable. That decision sha,ll then be
final and binding upon the parties, subject only to
judicial review as may be available under the Texas
General Arbitration Act (Articles 224-238, Vernon's
Annotated Revised civil statutes of Texas). Costs of the
arbitration shall be shared equally by the Company and
the city, provided that 'each party shall bear its own
attorneys fee$.
VII.
City shall be entitled to a tax lien on Company's above described
property, all improvements thereon, and all tangible personal
property thereon, in the event of default in payment of "in lieu
of taxes" payments hereunder, which shall accrue penalty and
interest in like manner as delinquent taxes, and which shall be
collectible by City in the same manner as provided by law for
delinquent taxes.
VIII.
This Agreement shall inure to the benefit of and be binding upon
ci ty and Company, and upon Company's successors and assigns,
affiliates and subsidiaries, and shall remain in force whether
Company sells, assigns, or in any other manner disposes of, either
voluntarily or by operation of law, all or any part of the property
belonging to it within the territory hereinabove described, and the
agreements herein contained shall be held to be covenants running
with the land owned by Company situated ~ithin said territory, for
so long as this Agreement or any extension thereof remains in
force. Company shall give City written notice within ninety (90)
days, with full particulars as to property assigned and identity
of assignee, of any disposition of the Land, and assignment of this
Agreement.
IX.
If city enters into an Agreement with any other la~downer with
respect to an industrial district or enters into a renewal of any
existing industrial district agreements after the effective date
hereof and while this Agreement is in effect, which contains terms
and provisions more favorable to the landowner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and City agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreement. This
Paragraph shall not apply to any Court ordered exten~ion of the
term of the Agreement ordered in Southern Ionics, Inc. vs City of
La Porte, civil Action H-89-3969, United states District Court,
Southern District of Texas.
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X.
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The parties agree that this Agreement complies with existing laws
pertaining to the subject and that all terms, considerations and
conditions set forth herein are lawful, reasonable, appropriate,
and not unduly restrictive of Company's business activities.
without such agreement neither party hereto would enter into this
Agreement. In the event anyone or more words, phrases,' clauses,
sentences, paragraphs, sections, articles or other parts of this
Agreement or the application thereof to any person, firm,
corporation or circumstances shall be held by any court of
competent jurisdiction to be invalid or unconstitutional for any
reason, then the application, invalidity or unconstitutionality of
such words, phrase, clause, sentence, paragraph, section, article
or other part of the Agreement s~all be deemed to be independent
of and separable from the remainder of this Agreement and the
validity of the remaining parts of this Agreement shall not be
affected thereby.
XI.
Upon the commencement of the term of this Agreement, all other
previously existing industrial district agreements with respect to
said Land shall terminate.
ENTERED INTO effective the 1st day of January, 1994.
(],HUS~I {USA-) / Ale .
(COMPANY)
By: U. . . l' 2' _,~n~_~.__, -
Name:~/~ 6'./~
Title: r/~
Address: k 500 ~ ~tJ.
, ~JeJU J -r)t" l,~7JZ
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~ LA PORTE~
By: ~~ ~
rman L. Ma~
Mayor
By: QtW T. ~
Robert T. Herrera
City Manager
CITY OF LA PORTE
P.O. Box 1115
La Porte, TX 77572-1115
Phone: (713) 471-1886
Fax: (713) 471-2047
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"EXHIBIT A"
TO INDUSTRIAL DISTRICT AGREEMENT
BETWEEN THE CITY OF LA PORTE
AND
(Metes and Bounds Description of Land)
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044=08:0909
Exhibit A
METES AND BOUNDS DESCRIPTION
20.0000 ACRES (871,200 SQUARE FEET)
Being 20.0000 acres (871,200 square feet) ofoland situated in the George B.
McKinstry League, Abstract 47, Harris County, Texas, and being out of that
certain 203.713 acre tract of land conveyed to F.M.C. Corporation by instrument
recorded under File Number D123161 and Film Code 117-27-0502 of the Harris
County Official Public Records of Real Property; said 20.0000 acres (871,200
square feet) of land being more particularly described by metes and bounds as
follows:
~~,
BEGINNING at a 5/8 inch iron rod found for the northwest corner of that certain
100.0000 acre tract of land conveyed to Arco Chemical Company by instrument
recorded under File Number M728181 and Film Code 182-70-1786 of the Harris
County Official Public Records of Real Property and being the southwest corner of
the herein described tract of land and also being in the east right-of-way line of
Bay Area Boulevard, based on 150 feet in width as recorded under File Number
C728214 and Film Code 094-30-0042 of the Harris County Official Public Records
of Real Property;
THENCE N 01-00-45 W 40.01 feet, with the east right-of-way line of said Bay Area
Boulevard, to a 5/8 inch iron rod set for the most westerly northwest corner of this
tract;
THENCE N 87-26-12 E 1553.32 feet, parallel with and 40 feet at right angles
northerly of the north line of said 100.0000 acre tract, to a 5/8 inch iron rod set for
an interior corner of this tract;
THENCE N 01-00-45 W 1234.35 feet to a 5/8 inch iron rod set for the most
northerly northwest corner of this tract and being in the south line of that certain
80.972 acre tract of land conveyed to the City of LaPorte by instrument recorded
under File Number M253982 and Film Code 152-78-2108 of the Harris County
Official Public Records of Real Property;
THENCE N 87-26-12 E 564.44 feet to a 5/8 inch iron rod found for the southeast
corner of said 80.972 acre tract and being the northeast corner of this tract and
also being in the west line of that certain Harris County Flood Control District fee
strip, called Ditch "C" - Tract 2, recorded under File Number D239800 and Film
Code 123-38-0888 of the Harris County Official Public Records of Real Property;
00lIlllI13
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044=08::0910
Exhibit A
(Page 2)
THENCE S 03-01-51 E 281.85 feet, with the west line of said Ditch "C" - Tract 2,
to Copperweld Rod 2383 found for an angle point in the east line of this tract;
THENCE S 10-08-23 E 1000.80 feet, with the west line of said Ditch "C" - Tract 2,
to ,a 5/8 inch iron rod found for the northeast corner of said 100.0000 acre tract
and being the southeast corner of this tract;
THENCE S 87-26-12 W 2286.50 feet to the PLACE OF BEGINNING and
containing 20.0000 acres (871,200 square feet) of land.
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SPECIAL WARRANTY DEED
044=0&=0007
I ,iJ " :~:' /91. (!II :~d.rr.~ ~ ~12 9186:; ~.:?~ .1.11)
THE STATE OF TEXAS
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KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS
THAT FMC FOUNDATION, a CaliCdrnia non-profit corporation (hereinafter
referred to as "Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) I' n ).../
and other good and valuable consideration to it in hand paid by CHUSEI (U.S.A.) ./"
INC., a Texas corporation (hereinafter referred to as "Grantee"), whose mailing
address is 1000 Louisiana, Suite 5650, Houston, Texas 77002, the receipt and
sufficiency of which consideration are hereby acknowledged, and upon and, subject to
the exceptions, encumbrances, terms and provisions hereinafter set forth and
described, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these
presents does hereby GRANT, BARGAIN, SELL and CONVEY, unto Grantee that
certain tract or parcel of real property situated in Harris County, Texas, described
on Exhibit A attached hereto and made a part hereof for all purposes, together with
all and singular the rights, benefits, privileges, easements, tenements, hereditaments
and appurtenances thereon or in anywise appertaining thereto, and together with all
improvements situated thereon and any right, title and interest of Grantor in and to
adjacent streets, alleys and rights-or-way (such land, rights, benefits, privileges,
easements, tenements, hereditaments, appurtenances, improvements and interests
being hereinafter referred to collectively as the "Property").
In connection with the foregoing, Grantor does hereby reserve for itself and
Grantee and their respective successors and assigns three (3) non-exclusive
easements for rail, pipeline and utility access, including necessary drainage facilities,
to and from the Property and other lands over, across and along those portions of
the Property described on Exhibit B attached hereto and made a part hereof for all
purposes (collectively, the "Reserved Easements"). The rights of Grantor and
Grantee and their respective successors and assigns to use and enjoy the Reserved
Easements are set forth in that certain Restated and Expanded Agreement for
Access and Other Matters of even date herewith (the "Restated Access Agreement")
by and among Grantor, Grantee, ARCO Chemical Company and FMC Corporation,
to which Restated Access Agreement reference is here made for all purposes as if set
forth herein in its entirety.
This conveyance is made subject and subordinate to those encumbrances and
exceptions (hereinafter referred to collectively as the "Permi,tted Exceptions") set
, forth on Exhibit C attached hereto and made a part hereof for all purposes, but only
to the extent that the same affect or relate to the Property.
0056813
EXHIBIT A
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TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions,
as aforesaid, unto Grantee, its successors and assigns, forever; and Grantor does
hereby bind itself, its successors and assigns, to WARRANT AND FOREVER,
DEFEND all and singular the Property unto Grantee, its successors and assigns,
against every person whomsoever lawfully claiming or to claim the same, or any part
hereof, by, through or under Grantor, but not otherwise.
By acceptance of this Special Warranty Deed, Grantee, assumes payment of all
property taxes on the Property for the year'1991 and subsequent years.
IN WITNESS WHEREOF, this Special Warranty Deed has been executed by
Grantor on the date gf the acknowledgement set forth below, to be effective for all
purposes as of th~ day of August, 1991.
FMC FOUNDATION, a California
non-profit corporation
By Jill JutA
Name: ~~ ~u~=~r
Title: Sc ~ -; J, '/!Ie/(
iJ
THE STATE OF \ lLuo\.~
COUNTY OF C! va K-
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This instrument was aCknOWledged~f~re me on the 6).3 day of
August, 1991 by ~ 0 ~ I)\J<!. hAi~61 &,.c.'S" ,=:>sT. Te..€ASUr2. GQU FMC
FOUNDATION, a California non-profit corporation, on behalf of said non-profit
corporation.
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I"\V Cltl'UiS&ON lJlP."'" .
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3U:-A'U ~~LoFF
(Printed Name of Notary)
My commission eXPires:4'lA 11) 19.9 ~
00llIl813
-2-
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Exhibit B
044=08:0911'
Tract 1
METES AND BOUNDS DESCRIPTION
0.0184 ACRE (800 SQUARE FEET)
20-FOOT, WIDE UTILITY, PIPELINE AND DRAINAGE RESERVATION
Being 0.0184 acre (800 square feet) of land situated in the George B. McKinstry
League, Abstract 47, Harris County, Texas, and being out of that certain 203.713
acre tract of land conveyed to F.M.C. Corporation by instrument recorded under
File Number 0123161 and Film Code 117-27-0502 of the Harris County Official
Public Records of Real Property; said 0.0184 acre (800 square feet) of land being
more particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found for the northwest corner of that certain
100.0000 acre tract of land conveyed to Areo Chemical Company by instrument
recorded under File Number M728181 and Film Code 182-70-1786 of the Harris
County Official Public Records of Real Property and being the southwest corner of
the herein described tract of land and also being in the east right-oC-way line of
Bay Area Boulevard, based on 150 feet in width as recorded under File Number
C728214 and Film Code 094-30-0042 of the Harris County Official Public Records
of Real Property;
THENCE N 01-00-45 W 40.01 feet, with the east right-of-way line of said Bay Area
Boulevard, to a 5/8 inch iron rod set for the northwest corner of this tract;
THENCE N 87-26-12 E 20.01 feet, parallel with and 40 feet at right angles
northerly of the north line of said 100.0000 acre tract, to a 5/8 inch iron rod set for
the northeast corner of this tract;
THENCE S 01-00-45 E 40.01 feet, parallel with and 20 feet at right angles easterly
of the east right-of-way line of said Bay Area Boulevard, to a 5/8 inch iron rod set
for the southeast corner of this tract and being in the north line of said 100.0000
acre tract;
THENCE S 87-26-12 W 20.01 feet to the PLACE OF BEGINNING arid containing
0.0184 acre (800 square feet) of land.
001111613
-5-
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044=08:0912
Exhibit B
(Page 2)
Tract 2
METES AND BOUNDS DESCRIPTION
1.7762 ACRES (77,373 SQUARE FEET)
40-FOOT WIDE RAILROAD AND UTILITY RESERVATION
Being 1.7762 acres (77,373 square feet) of land situated in the George B.
McKinstry League, Abstract 47, Harris County, Texas, and being out of that
certain 203.713 acre tract of land conveyed to F.M.C. Corporation by instrument
recorded under File Number D123161 and Film Code 117-27-0502 of the Harris
County Official Public Records of Real Property; said 1.7762 acre (77,373 square
feet) of land being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found for the northeast corner of that certain
100.0000 acre tract of land conveyed to Arco Chemical Company by instrument
recorded under File Number M728181 and Film Code 182-70-1786 of the Harris
County Official Public Records of Real Property and being the southeast corner of
the herein described tract of land and also being in the west line of that certain
Harris County Flood Control District fee strip, called Ditch "C" - Tract 2, recorded
under File Number D239800 and Film Code 123-38-0888 of the Harris County
Official Public Records of Real Property;
THENCE S 87-26-12 W 40.35 feet, with the north line of said 100.0000 acre tract,
to a 5/8 inch iron rod set for a corner of this tract;
THENCE N 10-08-23 W 844.12 feet, parallel with and 40 feet at right angles
westerly of the west line of said Ditch "C" - Tract 2, to a 5/8 inch iron rod set for
the beginning of a curve;
THENCE 658.09 feet, with the arc of a curve to the left whose chord bears N 51-
21-06 W 602.80 feet and having a central angle of 82-25-25 and a radius of 457.46
feet, to a 5/8 inch iron rod set for the end of the curve;
THENCE S 87-26-12 W 94.66 feet to a 5/8 inch iron rod set for a corner of this
tract; ,
THENCE N 01-00-45 W 40.01 feet to a 5/8 inch iron rod set for the northwest
corner of this tract and being in the south line of that certain 80.972 acre tract of
land conveyed to the City of LaPorte by instrument recorded under File Number
M253982 and Film Code 152-78-2108 of the Harris County Official Public Records
of Real Property;
OOllll813
-6-
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044=08:0913
Exhibit B
(Page 3)
THENCE N 87-26-12 E 93.57 feet, with the south line of said 80.972 acre tract, to
a 5/8 inch iron rod set for the beginning of a curve; ,
THENCE 525.1-9 feet, with the arc of a curve to the right whose chord bears S 62-
19-08 E 501.14 feet and having a central angle of 60-29-20 and a radius of 497.46
feet, to a 5/8 inch iron rod set for an interior corner of this tract;
THENCE N 03-01-51 W 252.43 feet, parallel with and 40 feet westerly of the west
line of said Ditch "C" - Tract 2, to a 5/8 inch iron rod set for a corner of this tract
and being in the south line of said 80.972 acre tract;
THENCE N 87-26-12 E 40.00 feet to a 5/8 inch iron rod found for the southeast
corner of said 80.972 acre tract and being the northeast corner of this tract and
also being in the west line of said Ditch "C" - Tract 2;
THENCE S 03-01-51 E 281.85 feet to Copperweld Rod 2383 found for an angle
point in the west line of said Ditch "C" - Tract 2 and being an angle point in the
east line of this tract; .
THENCE S 10-08-23 E 1000.80 feet to the PLACE OF BEGINNING and
containing 1.7762 acres (77,373 square feet) of land.
00Me13
-7-
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044=08=091'4
Exhibit B
(Page 4)
Tract 3
METES AND BOUNDS DESCRIPTION
0.3251 ACRE (14,163 SQUARE FEET)
20-FOOT WIDE PIPELINE AND UTILITY RESERVATION
Being 0.3251 acre (14,163 square feet) of land situated in the George B. McKinstry
League, Abstract 47, Harris County, Texas, and being out of that certain 203.713
acre tract of land conveyed to F.M.C. Corporation by instrument recorded under File
Number D123161 and Film .code 117-27-0502 of the Harris County Official Public
Records of Real Property; said 0.3251 acre (14,163 square feet) of land being more
particularly described by metes and bounds as follows:
COMMENCING at a 5/8 inch iron rod found for the northeast corner of that certain
100.0000 acre tract of land conveyed to Arco Chemical Company by instrument
recorded under File Number M728181 and Film Code 182-70-1786 of the Harris
County Official Public Records of Real Property and being in the west line of that
certain Harris County Flood Control District fee strip, called Ditch "C" - Tract 2,
recorded under File Number D239800 and Film Code 123-38-0888 of the Harris
County Official Public Records of Real Property;
THENCE S 87-26-12 W 40.35 feet, with the north line of said 100.0000 acre tract, to
a 5/8 inch iron rod set for the PLACE OF BEGINNING and the southeast corner of
the herein described tract of land;
THENCE S 87-26-12 W 651.75 feet, with the north line of said 100.0000 acre tract,
to a 5/8 inch iron rod set for the most southerly southwest corner of this tract;
THENCE N 47-33-48 W 56.57 feet to a 5/8 inch iron rod set for the most westerly
southwest corner of this tract;
THENCE N 01-00-45 W 27.55 feet to a 5/8 inch iron rod set for the northwest
corner of this tract;
THENCE S 47-33-48 E 67.23 feet to a 5/8 inch iron rod set for an interior corner of
this tract;
THENCE N 87-26-12 E 640.80 feet, parallel with and 20 feet northerly of the north line of
said 100.0000 acre tract, to a 5/8 inch iron rod set for the northeast corner of this tract;
"
006Ii813
-8-
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.
Exhibit B
(Page 5)
e
044=08=091,5
THENCE S 10-08-23 E 20.18 feet, parallel with and 40 feet at right angles westerly of the
west line of said Ditch "C" - Tract 2, to the PLACE OF BEGINNING and containing
0.3251 acre (14,163 square feet) of land.
OOM8111
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044=O8~09"6
Exhibit C
1. Standby fees and taxes for the year 1991 and subsequent years, and
subsequent assessments for prior years due to change in land usage or ownership.
2. An easement 5 feet wide along the west property line together with an
unobstructed aerial easement 10 feet wide extending upward from a plane beginning at a
height of 25 feet above the ground and extending upward, as granted to Houston Lighting
and Power Company by instrument recorded under Clerk's File No. C587414 of the Real
Property Records of Harris County, Texas, and as indicated on survey dated May 29, 1991,
last 'revised August 1, 1991, prepared by Peter L. Willms, Registered Professional Land
Surveyor No. 1742, under Job No. 0194-001.
3. Power pole located along the west property line as indicated on survey
dated May 29, 1991, last Revised August 1, 1991, prepared by Peter L. Willms, Registered
Professional Land Surveyor No. 1742, under Job No. 0194-0001.
4. Four abandoned pipelines transversing subject property as indicated by
survey dated May 29, 1991, last Revised August 1, 1991, prepared by Peter L. Willms,
Registered Professional Land Surveyor No. 1742, under Job N9. 0194-001.
5. All the oil, gas and other minerals, the royalties, bonuses, rentals and all
other rights in connection with same all of which are expressly excepted herefrom, as same
are set forth in instrument recorded in Volume 6800; Page 203; Volume 6832, Page 182
and Volume 6973, Page 503 of the Deed Records of Harris County, Texas.
6. Subject property lies in the LaPorte Area Water Authority as reflected
by instrument recorded under Clerk's File No. L-826773 of the Real Property Records of
Harris County, Texas.
7. Subject to environmental standards for the area as reflected by
instruments recorded in Volume 5550, Page 215, Deed Records, under Clerk's File Nos.
C-086907 and D350136 of the Re,al Property Records of Harris County, Texas.
8. Subject to terms, conditions and stipulations regarding Municipal Solid
Waste Disposal Site as set forth in instrument recorded under Clerk's File No. M-257781
of the Real Property Records of Harris County, Texas.
9. Building Set Back Line 50 feet in width along the Easterly, most
Easterly South and the most Easterly West property line as reflected in instrument
recorded under Clerk's File No. C-086907 of the Real Property Records of Harris County,
Texas.
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OOllll813
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Exhibit C
(Page 2)
Oif~~8~09l7:
10. Any and all Zoning Ordinances or proposed ordinances including those
by the City of LaPorte, Texas.
11. Terms and provisions of Restated Agreement for Access and Other
Matters by and among FMC Foundation, FMC Corporation, ARCO Chemical Company and
CHUSEI (U.S.A,) Inc. executed on or about the date of this Special Warranty Deed.
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"EXHIBIT B'~
TO INDUSTRIAL DISTRICT AGREEMENT
BETWEEN THE CITY OF LA PORTE
AND
(Attach Plat, reflecting the ownership boundary lines; a
site layout, showing all improvements, including
pipelines and railroads, and also showing areas of the
Land previously annexed by the City of La Porte.)
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AI (0.5(S,028'W. ...CLA PORTE../fI!'!srRIAL OIS . .' \::.-c~-;':;;''''IT~~'
, :(l, , v-,.., '1 t... ' ' _,,' --"PASADENA (200) '\ '\
.J!~ . l IJ = 11"20' 54" ARCO CHEMICAL COMRtI NY' (10.8872 ACR€Sr . ';.
:'~~ ~ R = 2216 83' . 10Q 0000 ACRE,$......- _ .. ... FndClf. 2211- ~
. It- J.-_:L = 439.08~.:: -FN. M 728181. Fe. 182 - 70 - 1786 ~
,"'i' ~ CH=N0604111, W H.C,QP.RRP. - \ ~'~
C) ~ 438.36 -PASADENA INDUST
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203.7/3 ACRES~~
EC. //1-21- 0502 ~c:a PH-R.f!
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TRAC ',3
64.0000 ACRES (2: 7,840 $Q. FT)
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:';f-&R:P-!t.7Jl' F.C. 129-31- 1326
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CITY OF LA PORTE,.t.~TtXAS
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. 8Q 9 72 ACRES.~.\'1"W~;
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EN. M253982, Fe 152 -18,~"~/08, HCOPRR P
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.. /,.... ' PIPEL/~:IES GAS co., OIL Cli.
... INDUS IJ TENNECO 36-0243
LINE co., 2 F.C,016- rEO
F. N. C 53372 I (SE€.vO
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NISSAN CHEMICAL HOUSTON CORPORATION
12330 BAY AREA BOULEVARD
PASADENA, TX 77507
PHONE: 281-291-0200
FAX: 281-291-0936
July 28, 1997
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City of La Porte
Ms. Rhonda Y ockoz
Fax (281)471-7168
Re: COURTESY CALL TO THE MAYOR OF LA PORTE CITY
Dear Ms. Y okkoz:
As I talked over the phone, the top officials ofNissan Chemical Industries, Ltd., Japan, the parent
company ofNissan Chemical Houston Corp. will make a courtsy call to the mayor of La Porte at
9:00am on Friday, August 1. The person who will meet with the mayor are as follows:
Shiro Kashiwagi
Nobuichiro Fujimoto
Koni Y okomichi
Susumu Kondo
Eiichi Kobayashi
President
Managing Director
President
President
Vice President
Nissan Chemical Industries, Ltd.
Nissan Chemical Industries, Ltd.
Nissan Chemical America Corp.
Nissan Chemical Houston Corp.
Nissan Chemical Houston Corp.
(~~5"e\'u~ 3~)
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Thanking you and best regards,
Nissan Chemical Houston Corporation
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S.Kondo, President
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.iIl 0 Complete items 1 and/or 2 for additional services.
o 0 Complete items 3. and 4a 8. b.
!2 0 Print your name and address on the reverse of this form so that we can
iii return this card to you.
ij 0 Attach this form to the front of the mailpiece. or on the back if space
.. does not permit.
1! 0 Write "Return Receipt Requested" on the mailpiece below the article number,
... 0 The Return ~eceipt will show to whom the article was delivered and the date
Ii delivered.
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PasrulenC<.J~' l?'lf"IJ'7
2. 0 Restricted Delivery
Consult ostmaster for fee.
4a. Article Number
f 3 eo 11
4b. Service Type
o Registered
~rtified
o Express Mail
I also wish to receive the
following services (for an extra 3
fee): 'S;
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1, 0 Addressee's Address ~
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::- PS Form 3lf8l'i: '/. December 1991
3
""U.S, GPO: lBll3-3S2.714 [)OMESTIC REH ;R1~ tiEG:tiiP"J"
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NISSAN CHEMICAL HOUSTON CORPORATION
1 2330 BAY AREA BLVD.
PASADENA, 1)( 77507
'TEL: 281-291-0200
FAX: 281 -29 1--0938
Nissan Chemical Houston Corporation (NCHC) was established July 1, 1996, as a joint
venture between Nissan Chemical America Corporation of Tarrytown, New York, and
C;husei (U.S.A.) IDe., Pasadena, Texas. NCHC is 80% owned by Nissan Chemical and 20%
by Chusei(U.S.A.). '
NeHC wiD manufacture Organo Silicasel at a new facility being built in Pasadena, Teus.
Construction of the 500 metric ton per year plant is slated for completion by August, 1997.
NCHC is also planning to construct a second unit for the production of polishing agent for
semiconductor sUicone wafers, anticipated to come on stream in 1998. Combined sales for
both products is projected to be in excess ofSl0 million anouaDy.
Nissan's Organo Silicasol is a conoidal siliea dispersion of super fine particles in various
solvent bases such as methanol, isopropanol and so on. The products find principle use as
additives fer coating agents used in resin moldings, as aoti-colTGsion coating agents and as
modifien in the manufacture of polyester fdms. In addition to Organo SUicasol, NCHC also
plans to manufacture and introduce Nissan's coUoidal metal oxide dispersion of super fine
particles.
For furtber information, contact Nissan Chemical Houston Corporation, Mr. Susumu
Kondo, at (281)291-0200, or fax at (281)291-0936.
Corporate Profile
Trade Name
Head Office
Established
Business Objectives
Initial product
Expected Start-up
Capital
Stakeholders
Directors Chainnan
Officers
President
Vice President
Vice President
Secretary
Tresurer
--
Nissan Chemical Houston Corporation
12330 Bay Area Blvd
Pasadena, TX 77507
Tel:281-291-0200, Fax:281-291-0936
July I, 1996
Manufacture of silica sol and its derivatives
Organo Silicasol
August, 1997
$1,500,000
.Nissan Chemical America Corporation
Chusei (U.S.A)Inc.
Nobuichiro Fujimoto
Kouni Y okomichi
Koichiro Yanagida
Tatsuya Fuji
Y oshihisa Katayama
Susumu Kondo
William E. Sonnier
Eiichi Kobayashi
Mitsunobu Matsumura
Koji Takahashi
.
80%
20%
.~,
City .of La Porte
1:',\ idf,[ i.',ilL'LI i;, l ~ .:
September 30, 1994
CHUSEI (U.S.A.) Inc.
Attn: Mr. Duncan Hasel!
12500 Bay Area Boulevard
Pasadena, TX 77507
Re: Industrial District Agreement
93-IDA 13
Dear Mr. Hasel!:
The City of La Porte has received both Industrial District Agreements executed by
CHUSEI (U.S.A.) Inc. officials. However, Exhibit II A II and liB" were not provided.
'As indicated in our letter dated January 27, 1994, the City utilized documents from
your previous IDA to prepare Exhibit II A II and "B".
Please review and confirm Exhibit II A II and liB" are complete and correct. Also, exhibit
"B" does not indicate improvements. If available please forward a plat that depicts
site improvements. Please notify us by letter when you complete confirmation.
Your cooperation is appreciated.
Thank you.
Sincerely,
JJ/jm
P." I~. .. . . 1 ~ ..
,
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.
CITY OF LA PORTE
PHONE (713) 471.5020 . p, 0, Box 1 1 15 . LA PORTE. TEXAS 77572
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January 27, 1994
CHUSEI (U.S.A) Inc.
Attn: Mr. Duncan Hasell
12500 Bay Area Boulevard
Pasadena, TX 77507
RE: Industrial District Agreement (IDA) Exhibits
Dear Mr. Hasell:
A fully executed Industrial District Agreement together with the approval ordinance are
enclosed. As part of the document preparation, the City examined Exhibits "A" and "B"
furnished by your firm. While reviewing the documents, we found that neither Exhibit "A"
nor "B" was furnished. Therefore, we utilized documents from your previous Industrial
District Agreement to prepare Exhibits "A" and "B". Please review and confirm if Exhibit
"A" is complete and correct. Exhibit "B II does not indicate improvements. If you have
available to you a plat that depicts site improvements, please forward. If you do not, please
confirm existing information on the attached Exhibit "B" and notify us when you complete
confirmation.
Exhibit "B II is new to the Industrial District Agreements. In.the past, the City has not had
a complete and cohesive map of the extraterritorial jurisdiction (ETJ) with participants in
the Industrial District Agreements delineated. It is oUr intent to use this exhibit as a base
for developing such a map. We also feel that these exhibits Will. assist in monitoring the
faithful performance of the Industrial District Agreements as well as aiding long-range
planning activities and in some instances responding to emergency situations within the ETJ.
If you do not have this information, cannot readily develop it, or need to discuss this
request, please contact my Assistant City Manager John Joerns.
Thank you for your assistance in completing these documents.
Sincerely,
G~T~
Robert T. Herrera
City Manager
R TH/cjb
Enclosures p-
ee Jeff Litchfield, Finance Director
IDA File #93-IDA-13
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...~.:--...... ." ..."=""_.1::.~.-.'..":._-._.......-.._._............_.._...-:.....~~ ._..:_'_ .-.-.....-...."'7..............._..._._-....___. .'_" . ._. .h._.
Industrial District Agreements
Each company's' packet should contain the f~llowing:
, " ./ /
A letter offering the agreemerl{ and certified copy of ordinance
A letter requesting action. if ~ ~~ b ./
/ J V V
Agreement - signed by cOmpany. Mayor. RTH. Sue. Knox
Exhibit "A II :J
J
Exhibit "B" - some will not have this item since we kept the only one that was sent
..- --0 ........._.._...._.....:....~...__:a~:. ..~..:.~::.;::::..... ~":::-~::;':~:::':':~;:;'::':::.i.~~:::;':n: :~..: =-......_._....__._... .... _'w
;", ,', ""'-:;':"',~' ;-"~? ,...': <..'"~~.,..,~...,:''''..:...''~ ,..:"~~.,:' _.."...",...,.-:-....-...'.:-'._"--:-:~";,.i...'...',,--..~..,.,...':..,.~"...,._--"'''':'''~''"''''.''~'''__'~''''-'''''-''::''~'',,"'''', ' ',,' ,.,...,.,.....,.~ ,...._._.. ""~_', '_,..' " . ,.
, , '
, "
.. ". ...-:;. .<':' _.:'::...R." ...:;.....,;. .-...:.:::::....:,..z::. .:>..... ..:" _ .__._ ...: .:..:~:.~.~:_ .~;._.:;,...,;,~.:...:.~.: <":". <;'~~;;-'.~:.. '.'
.. . - '
:':.:'.~~:; .>.-':.:.......,.~.:...r~..:=.....;.~.... ~::....._;"': ~~:...~:.....~.:.';.~:#-.::::..~~.~...: ...:. . ........;... ......_..:......... ..... .. _.._..... a _ . . _ .... . '. ... :.. .' .
- "I" ......_._....,."I"'..~. _......~.a... ... ... ._~ ..__ __. _ .
12
'95
'96
'97
o
4
6
2
'93
'94
'95
'96
'97
3.000
8
10
("to)
5.000
Share
Number of Shareholders
Number of Employees
Cash Dividends per
(Yen
Net ,.
Shareholders' Equity per Share
Capital
R&D Expenditure
'ncome per Share
Expenditure
17.36
222.56
6.00
22,409
1,569
10,718
6,264
Total Assets
Return on Equity
R&D Expenditure
of sales to net sales fell by 1.2 percentage points to
66.2%. Gross profit totaled \134,242 million (USS276
Current assets declined by 6.7% to \176,948 million
(USS620 million). This was accounted for by
repayment of borrowings, which resulted in a drop
sales was 1.8%, an increase of 0.2 percentage points.
Cost of sales was \167,046 million (USS540 million),
an increase of 2.5% over FY96, while the ratio of cost
Fiscal Year
(Millions of Yen)
Net Sales
Operating Income
Net Income
Total Assets
Shareholders' Equity
Shareholders' Equity Ratio (%)
Return on Equity (%)
30.8
8.02
129,283
39,855
14.06
210.50
5.00
21,814
1,561
135,380
37,695
27.8
6.83
12,807
5,784
22,034
1,611
9.87
201.72
5.00
12~639
3~ln
~5
4~
~5n
~~
8.47
197.09
5.00
23,462
1,666
31.1
4.34
9,476
5,467
5.00
23,593
1,696
12,22
193.91
11,168
5,796
13
113,567
35,294
115,543
34,725
30.1
6.40
101,288
9,338
3,109
97,098
8,066
2,517
93,987
6,860
769
88,311
5,556
1.516
92,432
7,007
2,189
percentage points,
Net sales of the Agricultural Division amounted to
Y50,381 million (USS406 million), up 3,2% over
FY96. Despite the increase in sales, the Agricultural
Division's share of total net sales declined by 0.5
percentage points to 49.7%. Domestic sales of both
agrochemicals and fertilizers increased despite the
harsh business environment prevailing in the
nation's agricultural industry. Export sales,
particularly to North America and Asia, grew
considerably, while those to Europe remained steady.
The share of export sales to total divisional sales rose
by 0.7 percentage points to 25.2%.
Net sales of the Pharmaceuticals Division totaled
\11,819 million (US$15 million), up 19.0% over FY96.
The Pharmaceuticals Division's share of total net
(IFY96").
By division, net sales of the Chemicals Division
totaled \149,087 million (USS396 million), up 5.0%
over FY96. Sales of high-performance specialty
chemicals were particularly strong, resulting in
increases both in domestic and export sales. Active
demand from Asian countries pushed up the share of
export sales to total divisional sales by 0.7 percentage
points to 17.0%. The Chemicals Division's share of
total net sales was 48,5%, an increase of 0.3
million (USSl,042 million),
Total assets for FY96 registered an extraordinary
increase attributable to an issuance of guaranteed
notes with warrants, and the decline in the current
to their
term is explained by total assets returning
normal level.
Five-year Summary
1997
1996
1995
1994
1993
Operating Results
For the fiscal year ended March 31,1997 ("FY97"),
Nissan Chemical posted non-consolidated net sales
of \1101,288 million
4.3% over the fiscal
Financial Review
(USS816 million), an increase of
year ended March 31, 1996
e
Financial Position
Total assets as
percentage points to 3.1%.
Net income per share was \117.36 (USSO.14), up
Y3.30 over FY96. ROE rose by 1.2 percentage points
to 8.0%, The cash dividend per share was \16.00
(USSO.05), an increase of \11.00 over FY96.
ratio decreased by 1
Other expenses posted a slight increase over FY96
to Y2,198 million (US$18 million). Income before
income taxes totaled \17,140 million (USS58 million),
up 20.7% over FY96. Net income was \13,109 million
(USS25 million), an increase of 23.5% over FY96. The
ratio of net income to net sales rose by 0.5
million), up 8.1 % over FY96. Selling, general, and
administrative expenses increased by 5.4% to
Y24,904 million (USS201 million).
Nissan Chemical takes a two-pronged approach to
increasing sales: vigorously promoting sales activities
and concentrating on the development of high
value-added products. At the same time, the
Company makes every effort to reduce costs. As a
result, operating income rose by 15.8% to \19,338
million (US$75 million), while the ratio of operating
income to net sales improved from 8.3% in FY96 to
9.2%.
of the end of FY97 stood at Y129,283
down 4.5% from FY96.
Payout
.0 percentage points to 34.6%.
Cash Flow Analysis
Among cash flows from operating activities, net
income was \13,109 million (USS25 million), up
23.5% over FY96. Depreciation and amortization
increased by 17,8% to \16,522 million (USS53
million), a drop of 10.6% from FY96. Long-term
liabilities decreased by 5.0% to \135,417 million
(USS285 million). Total liabilities stood at \189,428
million (USS721 million), down 8.5% from FY96.
Shareholders' equity rose by 5.7% to \139,855
million (USS321 million). Shareholders' equity ratio
was 30.8%, up 3.0 percentage points, while
shareholders' equity per share was \1222.56
(USS1.79), compared with Y21O.50 for FY96.
million (USSI40 million).
Total property, plant and equipment was down lust
0.9% to \132,986 million (USS266 million).
Deferred assets, discount on bonds issued,
by 39.9% to \11,055 million (USS9 million)
Current liabilities totaled \154,011 million
FY96.
Among cash flows from financing activities, short-
term bank loans decreased by \11,640 million (US$13
million), and long-term bank loans decreased by
\11,827 million (US$15 million). As a result, net cash
used in financing activities totaled \14,461 million
(USS36 million), an increase of \18,086 million.
Cash and marketable securities as of the end of
a
FY97 stood at Y9,233 million
decrease of \110,745 million.
(US$74 million),
(US$435
declined
e
"
in cash and time deposits of 67.3% to \14,585
million (US$37 million). Inventories, on the other
hand, increased by 23.4% to \117,884 million
(US$144 million).
Investments and advances rose by 2.5% to,\117,329
e
million). There were decreases in notes and accounts
receivable of \1837 million (US$7 million), in
inventories of Y3,390 million (US$27 million), and
in notes and accounts payable of \15,002 million
(USS40 million). Consequently, net cash provided
by operating activities amounted to \163 million
(US$0.5 million) after additions to and subtractions
from net income of those items that are charged for
or credited to income not requiring funds, and those
items that arise as a result of operations. This
represented a drastic decline of \113,155 million
from net cash for FY96 of \113,178 million.
Among cash flows from investing activities, net
cash used in investing activities amounted to \16,347
million (US$51 million), down \12,707 million from
e
Pharmaceuticals lineup
e
"J
I
:1
.\
Thousands of
V,S, Dollars
(Note 4)
1997
536,946
37,454
1995
YlO,457
1,772
e
Millions of Yen
Y14,032
5,946
1996
1997
Y4,585
4,648
NON-CONSOLIDATED BA.CE SHEETS
NI5SAN CHEMICAL INDUSTRIES, LTD.
Years ended March 31,1997,1996 and 1995
ASSETS
CURRENT ASSETS
Cash and time deposits
Marketable securities (Note 5
Notes and accounts receivable:
Packaging 01 LAN DEL
anti-hyperlipemic agent, is now
at the final stage of Phase II
clinical trials, and "NM-702,
IlDllnCdlIrI11IDcdKC<eTIl11tn <CCdln~
]]J)n \Yn~n ({]) IID
83,884
267,325
(2,135)
144,110
52,466
620,048
9,437
33,146
(258)
13,485
6,127
74,166
10,963
31,785
(267)
14,494
10,410
33,175
(265)
17,884
6,511
76,948
receivables
Subsidiaries and affiliated companies
Trade .......... ..........................
Less allowance for doubtful
an
anti-platelet agent, is also in Phase II clinical
trials. In addition, we are developing new
inflammatory and
5,558
82,511
Inventories (Note 6)
Other current assets
Total current assets
Growth in sales of LANDEL, an
antihypertensive agent
products related to the
cardiovascular fields.
Sales of the Pharmaceuticals Division amounted
to Yl,819 million (US$15 million), an increase of
19.0% over FY96 and accounting for 1.8% of total
84,376
36,430
564
7,560
4,227
90
2,236
10,042
4,555
81
2,266
10,471
4,521
70
INVESTMENTS AND ADVANCES
in securities...................
in and advances to subsidiaries and affiliates
Investments
Investments
The potential of the market is great in light of
the increase in the population of senior citizens.
We have every intention to continue the
vigorous development of high value-added
pharmaceutical products by utilizing our core
technologies.
(YMillions)
Net Sales
Pharmaceuticals Div.
2,500
2,000
1985,
so the Division is relatively new compared with
our other two divisions.
Our new parallel distribution system for
LANDEL, an original antihypertensive agent
commercialized in 1994, contributed to an
sales, up 0.2 percentage points.
We entered the pharmaceuticals field in
19,154
(886)
139,637
7,059
(464,045)
265,802
41,918
118,421
48,413
514,037
(52)
14,061
5,201
13,378
5,483
57,498
1.136
(50,234)
32,462
(40)
16,904
5,202
14,243
5,805
61,019
338
(53,320)
33,287
2,377
(110)
17,329
5,202
14,696
6,008
63,792
876
(57,588)
32,986
Long-term loans
Other investments
Less allowance for doubtful receivables
Total investments and advances
PROPERTY, PLANT AND EQUIPMENT, AT COST (Note 7)
Land
Buildings
Structure
Machinery and equipment
Construction in progress....
Less accumulated depreciation
Total property, plant and equipment
,500
LANDEL Plant
,000
500
in Japan.
Following LANDEL, our original"NK-104,
'97
'96
'95
'94
'93
o
an
DEFERRED ASSETS
8,501
1,035
1,756
1,055
Discount on bonds issued
7,776
915
922
965
OTHER ASSETS
11
51,041,765
Yl22,639
Y135,380
Y129,283
Total assets
integral part of these statements.
The accompanying notes are an
14
10
15
planning to
launch full-
percentage
points to
25.2%.
We are
KenoGard SA. an affiliate company
in Spain
sales rose by 0.7
herbicide for paddy rice grew, mainly in Vietnam.
Sales were also steady in the European market,
backed by a demand recovery in wc:stern Europe
and a rise in demand in eastern Europe, namely
in Poland. The weaker yen also helped to expand
overall export sales. The share of export sales to
total divisional
for corn crops began in the
North American market. In Asia, sales of SIRIUS
-.-. --.------------.----------
DIEHARD, water-dispersible granule
herbicide for paddy rice plants
" .....-...
D>ft<<~!I
, O'i'!!~!.>;!'.'!~.~
----"'"
both agrochemicals and
fertilizers.
and fertilizers in paste
increased, contributing
an overall increase in sales of
form
form,
of new products, such as
PRINCE insecticide in granular
REVIEW OF OPERATIONS
e
-
scale commercialization of SANMITE acaricide for
fruit trees in the North American Market during
the next term.
PHILAGRO, an affiliate
company in France
Net Sales
Agricultural Div.
60,000
so,ooo
40,000
30,000
20.000
10,000
0
Total
CONTINGENT LIABILITIES (Note 14)
Legal reserve
Retained earnings
Total shareholders' equity
liabilities and shareholders' equity
\l129,283
16,341
10,340
1,529
11,645
39,855
Y135,380
16,341
10,340
1,434
9,580
37,695
Y122,639
16,341
10,340
1,340
8,102
36,123
$1,041,765
131,676
83,320
12,321
93,836
321,152
SHAREHOLDERS' EQUITY (Note 13 and 15)
Common stock, tl50 par value:
Authorized: 360,000,000 shares
Issued and outstanding:
1996 and 1997:
March 31, 1995,
Additional paid-in capital
179,075,165 shares
Export sales recorded a
considerable 'increase as full-
scale sales of PERMIT herbicide
to
LONG-TERM LIABILITIES
Long-term debt (Note 11)
Other long-term liabilities
Total
long-term
liabilities
34,621
796
35,417
36,008
1,273
37,281
27,949
196
28,145
278,977
6,414
285,391
Construction
Accrued income taxes
Accrued expenses and other current liabilities
Total current liabilities
CURRENT LIABILITIES
Short-term bank loans (Note 8)
Current portion of long-term debt (Note 11)
Notes and accounts payable:
Subsidiaries and affiliated companies
Trade
(Note 10)
7,462
14,~9
3,714
2,917
9,969
54,011
\l12,430
3,030
10,138
16,607
3,923
2,647
9,550
60,404
Y14,070
3,469
9,477
15,259
2,274
1,218
7,962
58,371
Y1S,335
3,846
60,129
116,753
,29,927
23,505
80,330
435,222
$100,161
24,416
LIABILITIES AND
SHAREHOLDERS' EQUITY
e
1997
1996
Millions of Yen
e
1995
Thousands or
U.S. Dollars
(Note 4)
1997
e
e
e
NCOME
NON-CONSOLIDATED ST.MENTS OF
NISSAN CHEMICAL INDUSTRIES, LTD.
Years ended March 31, 1997, 1996 and
1995
Thousands of
u.s. Dollars
(Note 4)
1997
Millions of Yen
Do 0 III
iViSIOn
Agricultural
in
Steady sales of new agrochemical products
the United States and European markets
Sales of the Agricultural Division totaled \150,381
million (US$406 million), an increase of 3.2%
I
1
,
i
"
"
the coming
term. We
expect that
increases in the
production
capacities for
$816,180
540,258
275,923
200,677
75,246
1995
\\"93,987
63,752
30,235
23,375
6,860
1996
\'97,098
65,410
31,688
23,622
8,066
1997
YI01,288
67,046
34,242
24,904
9,338
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
7,043
(7,413)
495
(1,774)
682
(1,213)
874
(920)
Operating income
income (expenses):
Interest and dividend income
Other
16
(601)
28
2
of
Interest expense
Gain (loss) on sales
(6,156)
(57)
2
(764)
(488)
(902)
7,140
over FY96 and accounting for 49.7% of total
sales, down 0.5 percentage points.
In the domestic market, sales of herbicides for
Colloidal-relaled products al warehouse
and the
in
intermediate and TEPIC,
start of operations at the organosilicasol plant
Houston, U.S. will contribute to our business
results for the next term.
prostaglandin
pharmaceutical
(3,932)
(7,268)
57,534
62
(695)
(556)
3,791
(507)
(1,087)
5,914
income taxes
paddy rice declined due to severe business
conditions in Japan's agricultural industry. Sales
32,482
2,022
3,397
4,031
(Note 9)
Income taxes
$25,052
\'1,769
\'2,517
Y3,109
Net income (Note 15)
The accompanying notes are ~n integral part of these statements.
marketable securities and
investments in securities, net
Write-down of marketable securities and
investments in securities ...
Gain on sales of property, plant and equipment ....
Loss on disposal of property, plant and equipment
Other, net .......................
Income before
Net Sales
Chemicals Div.
\.
9
Agrochemicals lineup
r
I
I
16
8
17
The accompanying notes aTe an integral part of these statements.
turned upward and posted satisfactory
Overall, domestic sales increased.
performance
specialty
chemicals in
of
hand,
sales.
acid and methanol were sluggish. Sales
melamine and ammonia, on the other
focus on high-
percentage
points over
FY96.
We will
continue to
Product observation room
Balance at 31st
Net income
Cash dividends paid
Transfer to legal reserve
Directors' and statutory auditors' bonuses
March,
1997
179,075
$131,676
$83,320
$12,321
766
$93,836
25,052
(7,212)
(766)
(435)
Balance at 31st
March,
1996
(Thousands)
179,075
Number of
shares of
common stock
~Thousands of U.S. dollars (Note 4))
$131,676 $83,320 $11,555
Additional
paid-in
caoital
$77,196
Retained
earnings
Packaging of high-purity sulfuric acid
in a clean room
'.
W
~~ld093 I
.~
SNOWTEX, used as a polishing
agent for electronic materials
and as a binder for ceramics,
accounting for 48.5% of total
sales, up 0.3 percentage points.
In the domestic market,
In export markets, demand was briSK In ASia,
which is undergoing dramatic economic growth,
and spurred a rise in sales of high-performance
specialty chemicals, such as SUNEVER and TEPIC.
Helped also by a depreciation of the yen, we were
able to increase total export sales. The share of
export sales to total divisional sales was 17.0%,
up 0.7
Common
stock
Leagal
reserve
Balance at 31st
Net income
Cash dividends paid
Transfer to legal reserve
Directors' and statutory auditors'
SUNEVER polyim"ide for LCD
alignment coating, TEPIC, an
special epoxy compound, and
high-purity chemicals achieved good sales,
mostly in the electronics field. Sales of basic
chemicals, which account for the major portion
of total chemical sales, were mixed. Sales of nitric
March, 1997
bonuses
179,075
Yl6,341
\1'10,340
\1'1,529
Yl1,645
3,109
(895)
(95)
(54)
Sales of the Chemicals Division
amounted to \1'49.,087 million
(US$ 396 million), a 5.0%
increase over FY96 and
Favorable sales of high-performance specialty
chemicals for the electronics industry
Chemicals Division
95
Balance at 31st
Net Income
Cash dividends paid
Transfer to legal reserve
Directors' and statutory auditors'
March, 1996
bonuses
179,075
16,341
10,340
1,434
94
9,580
2,517
(895)
(94)
(49)
Balance at 31st
Net income
Cash dividends paid
Transfer to legal reserve
Directors' and statutory auditors' bonuses
March, 1995
179,075
16,341
10,340
1,340
95
8,102
1,769
(895)
(95)
(44)
March,
(Thousands)
179,075
\1'16,341
(Millions of Yen)
YlO,340 Yl,245
\1'7,368
Shipping industrial chemicals
at plant-side station
Balance at 31st
1994
Number of
shares of
common stock
Common
stock
Additlonai
paid.in
caoital
Legal
reserve
Retained
earnings
IR~DIEW OlF Ol?rEIRA1rDOINIS
e
e
NON-CONSOLIDATED .TEMENTS OF SHAREHOLDE~EQUITY
NISSAN CHEMICAL INDUSTRIES, LTD.
e
~ - . '::'~.. <., '.
J; '~ ,.",
. t' .;, ~ ;:1
~
-'ll---': :i_..
I "CHP ,
It ~
(I; 1\\, "
/!l~\ ii.,,' .~'
'Il'~ ~ " ,
r,~1 tL'. , lif ,
,,~ " ,
"'1' '. .
fA_. :';':;"",.,0 .....
.1 ~..........
525,052
548
346
(5,230)
1997
52,554
2,256
1995
Yl.769
4,481
455
473
(6)
(71)
(575)
e
Millions of Yen
(3)
(27)
(1,798)
\12,517
5,535
318
1996
NON-CONSOLIDATED ST,eMENTS OF CASH FLOWS
Y3,109
6,522
280
68
43
(649)
1997
NISSAN CHEMICAL INDUSTRIES, LTD.
Years ended March 31,1997,1996 and 1995
Operating activities
Net income
Adjustments to reconcile net income to net cash
provided by operating ,activities:
Depreciation and amortization..................
Loss on disposal of fixed assets ..................
Loss on sales of investments in securities..
Reversal of allowance for doubtful receivables
Reversal of accrued bonuses
Other, net
Soji Takahashi, Managing Director
Changes in operating assets and liabilities:
Notes and accounts receivable
Inventories
South Korea, China, and Vietnam. We expect a
growth in demand for agrochemicals in Asian
countries that are pursuing higher yield rates
and safety as well as labor saving. The potential
market in Asia, especially in China and
Thailand, is huge. We will, of course, face
severe competition, but we are planning to
develop markets for our agrochemical products
by taking advantage of their unique
characteristics. In China, our joint venture has
so far been engaged in the repackaging of
products manufactured in Japan. We have now
obtained permission from the Chinese
government to begin formulation operations in
1997, and this will enable us to increase the
share of local production.
scale commercialization. Our SANMITE
acaricide is already renowned in the Japanese
and European markets. We completed
registration of SANMITE acaricide in the United
States in May 1997, and anticipate strong sales
(6,745)
(27,317)
(6,213)
(40,306)
2,176
3,384
508
917
596
520
406
157
5
9,127
(164)
(1,009)
720
3,657
1,429
2,003
13,178
(837)
(3,390)
(771)
(5,002)
270
420
63
Other current assets
Notes and accounts payable
Accrued income taxes
Accrued expenses and other current liabilities
Net cash provided by operating activities
in the coming years.
Our field test site for agrochemicals in Indiana,
U.S., which we acquired in 1994, handles research
and testing of products suitable for use with
local crops. We will design our strategy to
market new products based on the research and
test results obtained there.
(45,649)
(21,564)
(3,564)
62
(7,628)
(6,024)
2
(4,278)
(5,665)
(2,676)
Investing activities
Additions to property, plant and equipment
Proceeds from sales of fixed assets.................
Payments for investments in securities and advances
Proceeds from sales of investments in securities and
collections of advances
marketing strategies
QoCan you describe your
in other markets?
12,264
3,803
{Sl,I44)
5,023
(113)
(6,220)
1,183
63
(9,054)
1,522
472
(6,347)
net
Net cash used in investing activities
Other,
Sales Breakdown by
Country (FY97)
Agricultural Div.
(%)
Changes in Export Ratio
Agricultural Div.
36
A.In western Europe, the market has
stabilized since the 1992 stagnation resulting
from the Common Agricultural Policy. This
market accounts for 12% of our total
agrochemical exports. We have affiliate
companies in France and Spain. We have
launched product research and development in
a field test site jointly operated with Philagro
France. Our market development efforts have
enabled us to achieve steady results, and we
intend to build on this in the future.
(13,215)
(14,722)
(7,220)
(435)
(355)
(35,947)
(86,583)
160,983
(2,485)
9,363
(896)
(44)
(494)
5,444
8,351
3,878
(4,265)
7,683
(896)
(49)
1,152
3,625
7,749
12,229
(1,640)
(1,827)
(896)
(54)
(44)
(4,461)
(10,745)
19,978
auditors
net
Net cash used in financing activities.
(Decrease) in cash and marketable securities
Cash and marketable securities at beginning of
Financing activities
Decrease in short-term bank loans
Increase (Decrease) in long-term debt
Cash dividends paid.......
Bonuses to directors and
Other,
statutory
year
Cash and marketable securities at end of year
Increase
27
we are boosting our
mainly in Poland,
In eastern Europe,
marketing operations,
Ukraine and Russia.
574,400
Yl2,229
Yl9,978
Y9,233
The accompanying notes are an integral part of these statements.
18
7
Ii 5,498 Million
Ii 3,341 Million
Ii 1,442 Million
Ii 998 Million
Ii 1,417 Million
North America
Asia
Western Europe
Eastern Europe
Others
CJ
CJ
I!!!!I
o
.
'97
'96
'95
'94
'93
9
o
The Asian market accounts for 25% of OIJr
total agrochemical exports, with sales of SIRIUS
herbicide for paddy rice particularly strong in
18
6
industry.
Q. What is your marketing policy?
A.Agrochemicals for sale on the global
market must meet stringent international
standards in terms of safety, ease of use,
environmental impact, and selectivity.
Nissan Chemical has been engaged in the
development of herbicides and insecticides for
such major agricultural products as rice, wheat,
corn, soybean, beet and cotton, and has
market is already mature. However, this is
balanced by sales of PERMIT herbicide for com
crops, which is now in the second year of full-
19
Research on agrochemicals
for nursery cultivation
tLa u.l::'lI.......r
Q.can you tell us about your export target
areas and major export products?
A.We are targeting the North American
market, particularly the United States, the
largest producer and exporter of agricultural
products. The North American market accounts
for 44% of our total exports of agrochemicals.
We are promoting development of this market
through technical and sales tie-ups with major
chemical companies.
We are not expecting rapid growth in sales of
I
T ARGA herbicide for upland crops, as the
(f) Translation offoreign currency
Except for those assets and liabilities which are covered by
forward exchange contracts, current monetary assets and
liabilities in foreign currencies are translated into yen at the
exchange rates prevailing at the respective balance-sheet dates.
Other assets and liabilities in foreign currencies are translated at
historical rates.
Revenue and expense items denominated in foreign currencies are
translated into yen at the rates of exchange prevailing when such
transactions occur. Gains and losses on foreign exchanges are cre-
dited or charged to income in the respective periods in which
they are incurred.
(I) Accounting for the consumption tax
The consumption tax is imposed at the flat rate of 3% on all
domestic consumption of goods and services (with certain
exemptions). The amounts of consumption tax withheld on sales
and consumption tax paid on purchases of goods and services are
not included in the amounts of respective revenue, cost or
expense items in the accompanying Non-Consolidated
Statements of Income. Net balance of consumption tax withheld
and paid is included in "other current liabilities" in the Non-
Consolidated Balance Sheets.
sector, we also have a long
history. We were Japan's
first chemical fertilizer
sales success of TARGA
herbicide for upland
crops, SIRIUS herbicide for
paddy rice, and PERMIT
herbicide for com crops.
Regarding the fertilizers
developing advanced
original herbicides is
reflected in the worldwide
Q.Can you outline the characteristics of the
product lineup of the Agricultural Division?
A. The Agricultural Division is composed of
the agrochemical and fertilizer sectors. The
world's agrochemical market consists of
herbicides at 47%, insecticides at 29%,
fungicides at 19%, and others at 5%.
As you see, herbicides make up the major
constituent of the total market, and we have
been strengthening development of herbicides.
Our success in terms of
labor-saving agrochemicals and
offer original products, backed by our advanced
chemical formulation techniques, as well as
DIEHARD, a water-
remained sluggish in FY97 due to structural
deficiencies in Japan's agricultural industry,
namely a drop in competitiveness caused by
liberalization of agricultural product imports, a
decrease in farmland, and the aging of the
agricultural work force. In these circumstances,
we have concentrated on the development of
fertilizers. We
(j) Appropriation of retained earnings
Under the Commercial Code of Japan, the appropriation of
retained earnings with respect to a given financial year is made by
resolution of the shareholders at a general meeting held
subsequent to the close of such financial year. The accounts for
that year do not, therefore, reflect such appropriation.
(i) Amortisation of deferred assets
Amortisation of premium of notes
years on the straight-line method.
Bond issue expenses and research and development expenses are
charged to income when incurred.
market recognition.
other companies' products.
dispersible granule herbicide for rice paddy
plants, and PRINCE, an insecticide for nursery
rice boxes, among others, now enjoy high
(d) Property, plant and equipment and depreciation
Property, plant and equipment are carried at cost. Depreciation is
computed on the estimated lives of the respective assets which are
prescribed by Japanese income tax laws. Approximately 80
percent in amount, at 31st March, 1996, of property, plant and
equipment were depreciated by the straight-line method and
approximately 20 percent in amount of property, plant and
equipment were depreciated by the declining-balance method.
Effective 1st April, 1996, the Company applied the declining-
balance method of depreciation to all property, plant and
equipment of the Company.
(e) Investments in and advances to subsidiaries and affiliated
companies and other investments in securities
Investments in subsidiaries and affiliated companies and other
investments in securities are stated at cost or less. The
Commercial Code of Japan requires that such investments be
written down where there has been persistent impairment in the
value of the investments. Where considered necessary, the
Company has written down its investments to reflect such
impairment.
(Ie) Accounting for leases
Finance leases other than, those which are deemed to transfer the
ownership of the leased assets to lessees are accounted for by the
method similar to that applicable to ordinary operating leases,
computed 4
(c) Inventories
Inventories except Supplies are stated at cost determined by the
average method and Supplies are stated at cost determined by the
moving average method.
In the domestic market, demand and prices
recognition on a global basis, and our
agrochemical exports now have a 33.2%
of sector sales.
succeeded in creating the excellent three
herbicides I mentioned before and SANMITE
acaricide. Our achievements have won market
(a) Marketable securities and Investments in securities
Marketable equity securities in current and non-current assets
have been stated at the lower of the moving average cost or
market at the balance-sheet date. Bonds and other securities are
stated at the moving average cost.
with warrants
(h) Income taxes
Income taxes are recorded on an accrual basis, but deferred
income taxes pertaining to timing differences between financial
and tax reporting are not recognised.
(g) Pension plan
The Company has a qualified pension plan covering all
employees, which was renewed as of 1st October, 1996.
The assets of the pension plan were \<3,404 million ($27,429
thousand) and Y4,321 million ($34,819 thousand) at 30th
September, 1995 and 1996, respectively.
Total pension expense, including amortisation of prior service
costs, amounted to approximately Yl,645 million ($13,255
thousand) and Yl,628 million ($13,118 thousand) in 1995 and
1996, respectively,
is
share
(b) Allowance for doubtful accounts
Allowance for doubtful accounts is provided at the estimated
amount of doubtful receivables plus the maximum amount which
can be charged to income under Japanese income tax laws.
of the
See Note 11 below for further
contracts on the Company's notes
details of the forward
with warrants.
exchange
2. Summary of Significant Accounting Policies
Strategy n the
Agricultural
Interview with Soji Takahashi
Managing Director
Division
Field test sita in Indiana. U,S,
':.-',: I"~,~~,-, ,
~~:,," ,.I
..."'................._~~:"!t-~
_i:~,:::.g~7~)2~~~~~.t5i~f~~
~:.l~!1 w,'" '$.i.:.Ji,.e: .....~.._.......lt,~ ,~'. .~ i~~~~~
- ...........~I.~....:..r.~.. '..~.f .......~.(""'~.:-~1D-:=s.:
.~
...
Nissan Chemical Industries, Ltd. (the Company) maintains its
accounting records and prepares its financial statements in accor-
dance with accounting principles and practices generally accepted
in Japan. The accompanying non-consolidated financial
statements have been compiled from the financial statements
filed with the Minister of Finance as required by the Securities and
Exchange Law of Japan and include certain additional financial
information for the convenience of the reader.
1.
Basis of Presenting the Non-Consolidated Financial Statements
Business Strategy Designed teake Us
a "Value Creating Enterprise"
,e
NOTES TO NON-CONS<eOATEO FINANCIAL STATEME.
NISSAN CHEMICAL INDUSTRIES, LTD.
e
our main
sales of SNOWTEX for
In the United States,
e
customer. For example, we provide SNOWTEX
after making fine adjustments in terms of particle
size and solution concentration in line with
e
e
market,
semiconductor applications
and high-purity chemicals have
been favorable. In Southeast
coating
SUNEVER lor LCD alignment
Asia, sales have been strong for
electronic-use products and HI-
LITE. We are reinforcing our
sales operations through
enhancement of our office
intended usage. Regarding SUNEVER, we
participate in the design of liquid crystal displays
by individual manufacturers in order to provide
the optimum product specifications. In this way,
we have won the trust of our customers.
in
Singapore. In European markets, we are
concentrating mainly on sales of TEPIC and HI-LITE.
As part of our strategy to establish overseas
production bases, Nissan Chemical Houston
Corporation (NCHC), a majority-owned subsidiary
of Nissan Chemical America
Corporation, will start
production of organosilicasol in
the United States in August
1997. Organosilicasol is used
for coating eyeglasses and
optical equipment, and as a
material used in coating. Our
goals are to secure the top share
in the world market by
extending its distribution route
from North America to Europe and to achieve sales
of V2-3 billion by the year 2000.
line
HI-LITE products
A.Concerning basic chemicals, w~ are renowned
for our ability to provide high-quality ammonia
derivative products and are very competitive in this
field. With the aim of retaining this reputation in
the coming century, we set up a "Toyama 21
Project" team at our Toyama plant in 1996 to boost
our corporate strength. Over the next three years,
we will make capital investments totaling over VlO
billion to reduce production and distribution costs,
us about the medium-term outlook.
Q.Please tell
A.We
this, we need to further enhance
our R&D structure, and strengthen our stable, safe,
and low-cost production system, both of which wil
Development of new application fields is also
Our HI-LITE, which has been used as a
important.
disinfectant for swimming pools, is extending its
range of applications to include surface treatment
of compound semiconductors and environmental
conservation. This is a good example of our efforts
markets for our products by
Q.can you explain your production and
development systems?
intend to increase divisional sales to V55
billion in three years, with sales of high-
performance specialty chemicals and export sales
accounting for 50% and 20%, respectively, of total
divisional sales.
In order to do
to expand the
promoting application development.
and increase our competitiveness.
In the high-performance specialty chemicals field,
the Central Research Institute, the Research and
Development Center located at our Toyama Plant,
and the Development Sector of our Sodegaura
Plant are cooperating in the development of new
products. Their next achievement is likely to be
ARC, an organic anti-reflective coating. This is
indispensable in producing next-generation 1
gigabyte memories, which require sub-micron-Ievel
processing. ARC is used for lithography processing
Our ARC has
I
I
t,
I
I
I
\
I
!
!
I
I
,
I
!
I
I
I
!
1
,
31st March, 1997, increased by \/994 million ($8,010 thousand),
compared with the former method of computation. Accordingly,
income before income taxes for the said year decreased by \/849
milllion ($6,841 thousand).
3. Accounting Changes
Effective 1st April, 1996, the Company changed the method of
Depreciation of property, plant and equipment from the straight-
line method to the declining-balance method.
Due to this change, the amount of depreciation for the year ended
translation should not be construed as representation that yen
have been, could have been, or could in the future be, converted
into U.S. dollars at that or any other rate.
4. U.S. Dollar Amounts
The translation of yen amounts into U.S. dollar amounts is
included solely for convenience and has been made, as a matter of
arithmetical computation only, at the rate of \/124.10 to U.S.$l,
the approximate rate of exchange on 31st March, 1997. The
s. Marketable Securities
March, 1996 and 1997 were as follows:
At 31st
Marketable securit,ies at 31st
March
Thousands of US$
1997
$23,392
14,061
$37,454
$25,979
en
1997
\12,903
1,745
\/4,648
\13,224
Millions of
1996
\/3,092
2,854
\/5,946
\13,855
Listed securities
Other marketable securities
Market value of listed securities
6. Inventories
March, 1996 and 1997 were as follows:
Inventories at 31st
($45.810
on
m
March
Thousands of US$
1997
$112,055
26,471
5,584
$144,110
March, 1996 and 1997, did not exceed their net realizable values.
and \/5.685
million ($38,961 thousand)
thousand), respectively.
31st
At
en
1997
\/13,906
3,285
693
\117,884
7. Depreciation
Depreciation expense of property, plant and equipment for the
years ended 31st March, 1996 and 1997 amounted to \/4,835
of
Millions
1996
\/11,605
2,205
684
\114,494
Finished products
Raw materials
Supplies
Total cost of inventories held as of 31st
help us to increase our competitiveness.
Sales Breakdown by
Country (FY97) Chemicals Dlv.
Changes In Export Ratio
Chemicals Dlv.
to prevent reflection problems.
shown favorable results in tests carried out by
semiconductor manufacturers, and we are planning
to install a full-scale ARC production system in the
near future. We will also continue to concentrate
"
to
1.00%
from
and
.697%
to
1.047%
ranged principally from
1.57%, respectively.
and made over-
8. Short-term Bank Loans
Short-term bank loans are primarily unsecured
draft maturing generally within one year.
Interest rates applicable to the loans at 31st
(%)
20
compounds, such as
life science-related field.
on the development of chiral
prostaglandin, in the
1996 and 1997
March,
5
\I 3,668 MIllion
\I 1,698 Million
\11,391 MIllion
\I 1,246 Million
\I 339 MIllion
. Asia
. Weslem Europe
CJ NOl1h America
o Oceania
. Olhers
'97
'98
'95
'94
'93
15
5
o
10
marketing
A. The share of export sales, mainly of high-
performance specialty chemicals, is 17% of total
divisional sales.
tell us about your overseas
Q.Can you
strategy?
1997. The differences between the above statutory tax rate and
the effective tax rates were due principally to the effect of timing
differences in the recognition of certain income and expenses for
tax and financial reporting purposes and expenses not deductible
for income tax purposes.
9. Income Taxes
Income taxes applicable to the Company for the two years ended
31st March, 1997, comprised (a) corporation tax, (b) enterprise tax
and (c) inhabitants' taxes, which, in the aggregate. resulted in a
statutory tax rate of approximately 52% for both 1996 and 1997.
However, the effective tax rates (income taxes as a percentage of
income before income taxes) were 57% for 1996 and 56% for
20
4
solution with an extermely fine particle, TEPIC, a
special epoxy compound, SUNEVER polyimide for
liquid crystal display (LCD) alignment coating,
HI-LITE chlorinated isocyanurates, and high-
purity chemicals, such as sulfuric acid, nitric acid
and ammonia. Prostaglandin, an
original bio-active substance
developed by our proprietary
chiral (fine organic chemical
synthesis) technology, is
expanding its applications as a
pharmaceutical and agrochemical
intermediate.
Packaging of SNOWTEX
customized products according to
the needs of the particular
In the high-performance specialty
chemicals sector, we offer
The assets (property, plant and equipment, valued Y25,829
million ($208,131 thousand) on book) pledged at 31st March,
21
1997 as collateral for long-term bank loans amounted to Y5,186
million ($41,789 thousand).
products by
the market.
customers' requirements
and in a timely manner
"learn
trying to
quickly
into new
from
1998
1999
2000 and thereafter
Y3,030
17,072
17,549
Y37,651
$24,416
137,566
141,410
$303,392
only in its
planning,
sales and marketing
staff work
to incorporate
nrpduct
where all
Year ended 31st
March
Millions of Yen
Thousands of
US$
marketing policy.
Long-term debt payments fall
due after 31st
March,
1997 as follows:
Our lineup of high-performance specialty
chemicals includes SNOWTEX, a colloidal silica
High-quality ammonia products plant
In the basic chemicals sector, we are engaged in
of a wide variety of
sulfuric
acid,
production and sales
industrial chemicals,
melamine and urea.
can be
sectors:
high-performance specialty
chemicals.
such as ammonia,
sealant, SUNEVER for LCD alignment coating,
transparent polyimide for semiconductors, and
high-resolution polyimide for use in
photosensitive materials. Many of these products
already have the top-ranking share in their ,
respective world markets and will continue to
level in the future.
generate a high
of profit
subscribe for the Company's common stock at a price of Y731 per
share. (Under the terms of the issue, the exchangeable price is
subject to adjustment in certain cases, which include stock splits.)
In connection with these notes with warrants issue, the Company
entered into a long-term forward exchange contract to hedge the
notes in the principal amounts of 5.Fr.l00 million and US$100
million. Accordingly, the notes were translated at the forward
exchange contract rate and the differences between the amount
translated at the forward exchange contract rate and the amount
translated at the historical exchange rate in an amount of n,882
million has been deferred and amortised over a period from the
date when the forward exchange was made to the settlement date
based on the number of months.
A. The Chemicals
Q.can you give an overview
of operations in the Chemicals
Division?
Division
roughly divided into two
basic chemicals and
A.Sales of high-performance specialty
chemicals have been marking double-digit
growth, and currently account for around 43% of
divisional sales. Among others, sales were
favorable for SNOWTEX as a polishing agent for
electronic materials, TEPIC for semiconductor
Less
4.7% unsecured convertible bonds, due 1998
0.9% unsecured convertible bonds, due 2001
0.375% guaranteed notes with warrants due 1998
2.375% guaranteed notes with warrants due 2000
current l!ortion
5,441
5,000
7,185
8,929
39,477
(3,469)
Y36,008
5,441
5,000
7,185
8,929
37,651
(3,030)
Y34,621
43,844
40,290
57,897
71,950
303,392
(24,4]6)
$278,977
Unsecured loans from banks and others, at interest rates ranged
from 1.04% to 5.7%, maturing serially through
Interview with Nobuichiro Fujimoto
Strategy n
Chemicals
Division
Managing Director
Q. What are the shares of basic chemicals and
high-performance specialty chemicals in total
divisional sales?
Secured loans from banks and others, at interest rates
from 2.125% to 7.6%, maturing serially through
6,149
5,910
47,623
ranged
At
Millions of Yen
1996 1997
Y6,773 Y5,186
March
Thousands of US$
1997
$41.789
the
c,hemicals and agrochemical sectors, our main business
through interviews with the managing directors.
With the aim of becoming a distinctive "Value Creating Enterprise,
we are working on improving our financial base and business
structure. At the same time, we are reinforcing our operations to
develop high value-added products targeting industries with strong
growth potential by utilizing our accumulated technical expertise in
the organic and inorganic fine chemical fields.
We would like to introduce our various activities in the specialty
Business Strategy Designed tttake Us
a "Value Creating Enterprise"
Nobuichiro Fujimoto, Managing Director
At 31 st
11. Long-Term Debt
March,
1996 and
1997 long-term debt consisted of the following:
31st
Employers' savings deposits bore interest at the rate of 3.0% per annum
n,197
1,984
6,788
Y9,969
at 31st
March. 1996 and
1997, respectively.
fields,
Accrued bonuses
Employers' savings deposits
Others
At 31st
10. Accrued Expenses and Other Current Liabilities
Convertible bonds due 1998, unless previously redeemed, are
convertible into shares of common stock of the Company at the
conversion price of Y700 per share through 29th September, 1998.
Convertible bonds due 2001 are convertible into shares of
common stock of the Company at the conversion price of Y765
per share through 27th September, 2001. (Under the terms of the
issue, the conversion price is subject to adjustment in certain
cases, which include stock splits,)
0.375% Notes payable in Swiss Francs, due 1998 with warrants to
subscribe for the Company's common stock at a price of Y721 per
share. (Under the terms of the issue, the exchangeable price is
subject to adjustment in certain cases, which include stock splits.)
2.375% Notes payable in US$, due 2000 with warrants to
1996 and 1997, accrued expenses and other current liabilities consisted of the following:
At 31st March
Millions of Yen Thousands of US$
1996 1997 1997
n,154 $9,645
2,028 15,987
6,368 54,698
Y9,550 $80,330
March,
e
e
e
Hideichi Takushima (left), Chairman,
and Shira Kashiwagi, President
e
1997 were as follows:
both may be used to reduce or eliminate a deficit by resolution of
the shareholders or may be transferred to stated capital (common
stock) by resolution of the Board of Directors,
US$
Thousands of
1997
$12,998
March, 1996 and
At 31st March
of Yen
1997
Yl,613
In accordance with provisions of the Commercial Code of Japan,
the Company has provided a legal reserve as an appropriation of
retained earnings. The Code provides that neither additional
paid-in capital nor the legal reserve is available for dividends, but
e
for pension costs for the years ended 31st
13. Legal Reserve
Millions
1996
n,634
ension costs
income for
12. Pension Costs
Charges to income
es to
Char
14. Contingent Liabilities
structure our business operations to fulfi
obligations in this field.
In systematically carrying out these activities,
we are also committed to maintain growth in
both sales and profit, and meet the trust
shareholders, customers and friends place in us.
In this and a we request your
our
our endeavors,
continued understanding and support.
Outlook
In 1996, we introduced a S-year medium-term
management plan designed to prepare
ourselves for business in the coming century.
FY97 was the first year of the plan, and we
succeeded in realizing most of our target
figures. We intend to become a highly
profitable, productive company "having a
unique, internationally-competitive product
lineup and a capability to accomplish a high
level of profit, and providing training for
employees to improve their skills."
Our R&D activities provide the driving force
1996 and 1997, the Company had the following contingent liabilities:
At 31st March
Yen Thousands of US$
1997
$18,807
1997
Y2,334
Millions of
1996
Y2,922
March,
As guarantor of indebtedness of
affiliated companies and others
At 31 st
dividends declared as applicable to the year.
Net assets per share is based on the number of shares outstanding
at year-end.
of
15. Amounts per Share
Net income per share is based on the weighted average number
shares of common stock outstanding during the year.
Cash dividends per share attributable to the period
1997, were as follows:
1996 and
March,
represent
Amounts per share of net income and cash dividends for the years ended 31st
~ /e--; t-:-~
J-ht~eJ--:
Hideichi Tokushima
Chairman
reqUIred to achieve our goals. We will promote
development of new products by increasing
investment in R&D. Fully aware that a global
marketing strategy is extremely important for
the future, we established Nissan Chemical
Houston Corporation (NCHC) in 1996. The
US$
1997
$0.140
0.048
1997
Y17.36
6.00
Yen
1996
Y14.06
5.00
Net income
Cash dividends
respectively.
793)
1997 were Y210.50 ($1.696) and ~222,56 ($1
Net assets per share for 1996 and
3
1<R;d
~~
Shiro Kashiwagi
President
new company will start production of
organosilicasol in August 1997.
In today's business environment,
corporations which wish to sustain their
growth must earn the respect and trust of
society. To this end, we are promoting
"Responsible Care" activities designed to
natura and
1997.
meeting held on 27th June,
were approved at a shareholders'
16. Subsequent Event
The following appropriations of retained earnings
environment,
protect the global
'I
"
,I
"
"
I
'I
US$
Thousands of
$5,052
548
355
Millions of Yen
Y627
68
44
auditors
Cash dividends (Y3.50=$0.028 per share)
Transfer to legal reserve
Bonuses to directors and statutor
22
2
million
(US$816 million), an increase of 4.3% over the
fiscal year ended March 31, 1996 ("FY96"),
while net income rose by 23.5% to Y3,109
million (US$25 million).
growth.
Net sales amounted to YlO1,288
Performance
The corporation-wide efforts we made during
FY97 to improve our profitability included
development of competitive, high-value-added
products, thorough implementation of cost-
reduction measures, and improvements in our
financial base. In the domestic market, we
succeeded in achieving favorable sales of high-
performance specialty chemicals, particularly
of high-performance chemicals for the
electronics industry. In the agrochemical field,
release of new products contributed to an
increase in sales. With respect to exports, our
vigorous market development efforts, helped
by a weaker yen, resulted in steady sales
Introduction
In 1997, Nissan Chemical Industries,
celebrates its llOth anniversary.
It gives us great pleasure to present this
commemorative Annual Report, outlining our
business results and activities for the fiscal
year ended March 31, 1997 ("FY97").
Although the Japanese economy has begun
to show signs of emerging from recession,
growth in FY97 was extremely modest, and
the country's agricultural industry faced
an increasingly harsh market environment.
Under these circumstances, we adhered to our
management philosophy of becoming a
"Value Creating Enterprise" and, for a third
year in succession, were able to achieve gains
in both net sales and net income.
agricultural formulations.
R&D expenditure totaled Y6,264 million
(US$50 million), representing approximately
6% of total sales. R&D was focused primarily
on accelerating the development and
commercialization of new products, in the
areas of specialty chemicals, agrochemicals and
pharmaceuticals.
The per-share dividend for FY97 was Y6.00
(US$0.05), including an interim dividend of
Y2.50 and a special dividend of Y1.00 in
commemoration of our 110th anniversary. We
intend to shift our focus to rapidly expanding
industries and higher value-added products,
with the aim of improving the bottom line.
Under our basic policy of offering stable
dividends, we will implement a range of
measures to retain sufficient reserves to
accommodate changes in performance,
management environment, and future
development strategies, and to return profit to
our shareholders.
Yaesu Audit Company
23
Tokyo, Japan
We have also reviewel
March 31, 1997 and ,.
described in Note 4. I
translated on such basis.
the translation of
"or the year then
n our opinion
ha-
the statements
ended into U.S.
such statements
mentioned
dollars on
above at
the basis
have been properly
then ended
n Japan applied on a basIs
we concur, in the method of depreciation
equipment, made in the year ended March 31, 1997,
the Notes to the Financial Statements.
the years
accepted
which
ty with
consistent
ng principles generally
except for the change, with
for all property, plant and
as described in Note 2 (d) of
facilities and boosted our production capacity
for TEPIC, a special epoxy compound, and
pharmaceutical intermediates. In addition, we
installed new facilities for the production of
n our opinion, the accompanying non-cons,
referred to above present fairly, in all material ,.
financial position of Nissan Chemical Industries, L 1. as 0
and 1997 and the non-consolidated results of its operations and
n conform account
respec~s,
1< f
March 31,1995,1996
ts cash flows for
financIal statements
the non-consolidated
From
the Management
e
Ltd.
By division, the Chemicals Division posted
net sales of Y49,087 million (US$396 million),
up 5.0% over FY96. Sales of the Agricultural
Division amounted to Y50,381 million
(US$406 million), an increase of 3.2%, while
sales of the Pharmaceuticals Division totaled
Y1,819 million (US$15 million), up 19.0%.
Capital expenditure in FY97 declined by 5.3%
to Y5,659 million (US$46 million), applied
mainly to enhancing facilities for high value-
added products and streamlining our
production and distribution systems. We
carried out rationalization of ammonia
.
accordingly, IIlcluded
auditing procedures as
Report of DndepeD1deD"'il1t Cert~
years then ended, all expressed
accordance with auditing sta
such tests
We have audited
Industries, Ltd. as
consolidated statements
To the Board of Directors of
Nissan Chemical Industries, Ltd
the
of
Public ACCOIlJlD"'iltaD1ts
generally accepted In
of the accounting records and
we considered necessary in the circumstances
non-consolidated balance of Nlssan ChemIca
March 31, 1995, 1996 and and the related non-
of income, shareholders' equity and cash flows for the
n Japanese yen We conducted our audits in
ndards
sheets
1997
e
Japan and,
such other
l
.
NISSAN CHEMICAL INDUSTRIES, LTD.tt
Financial Highlights' I
Years ended March 31, 1997 and 1996
e
.
Corporate Profile
I
I
\
I
",
Thousands of U.S. Dollars
1997
1996
Millions of Yen
1997
Board of Directors and Corporate Auditors
Hideichi Tokushima
Chairman of the Board
816,180
97,098
101,288
Net Sales
.,
Shiro Kashiwagi
Mamoru Hayashi
Akira Nagashima
Soji Takahashi
Nobuichiro Fujimoto
Shuichi Fukushima
President
Managing Directors
ndustries,
7-1, Kanda Nishiki-cho 3-chome,
Chiyoda-ku, Tokyo 101. japan
TEL: 03-3296-8320
FAX: 03-3296-8210
Ltd
Nissan Chemical
Corporate Data
Corporate Name
Head Office
25,052
2,517
3,109
Net Income
321,152
37,695
39,855
Shareholders' Equity
1887
April 7, 1921
179,075,165 Shares
Y16,34I Million
(U,S. $131,676 Thousand)
Founded
Incorporated
0.14
14.06
17.36
ncome per Share (in Yen and U.S. Dollars)
Net
Kunihiro Ueda
Ayahiko Isayama
Koji Matsuura
Masami Adach
Directors
Common Stock
1.79
210.50
only and represent translations of Japanese yen
222.56
(in Yen and U.S. Dollars)
The United States dollar amounts in this report are given for convenience
at the rate of March 31,1997 (YI24,10=U.S. $I),
See Note 4 of Notes to Non-consolidated Financia
Statements,
Shareholders' Equity per Share
Note:
juichi Takeuchi
Koichiro Yanagida
Ryozo Sakoda
Tosh Umehara
masa
Takashi Ikai
22,409
1,569
Tokyo, Osaka, Nagoya, Kyoto,
Hiroshima, Fukuoka, Niigata,
Sapporo Stock Exchanges
Chuo Trust
Number of Shareholders
Number of Employees
Stock Listings
Shareholders' Equity
50,000
40,000
30,000
20,000
10,000
o
Income
Net
3.500
2.800
2,100
,400
700
o
Net Sales
125,000
100,000
75,000
50,000
25,000
o
I
I
I
I
I
I
I
I
I
I
,
I
,
t
I
I
~.
I
I
I
I
I
I
I
Koni Yokomich
Yoshitane Watanabe
and Banking Co., Ltd.
I-chome, Chuo-Ku,
Agent
ransfer
Yoshiaki Tsuj
Yoshiki Ohno
Yoshitami Kagawa
Takashi Ishibash
Corporate Auditors
7-1, Kyobashi
Tokyo 104, japan
Organization Chart
24
-.---.-.-..--
. ...-
~~~
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~~
~~
~~
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- - ---, ..-. ---
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~~)l~.!!,~~~
~~~_~_6 .~ __~
1994
1996
Launches
Launches
Establishes
LANDEL, an anti-hypertensive agent
PERMIT herbicide for corn crops
Nissan Chemical Houston Corporation
2S
nCJ>
~
~
- ----'.
~
....,...... -.~~-..:, -==---==....
iil <CliYmll
. ------
199
988
1989
990
Establishes Nissan Chemical Europe GmbH
Launches SANMITE, an acaricide
Spins off Petrochemicals Division
Establishes Nissan Chemical America Corporation
Launches SIRIUS herbicide for rice grown in paddy
fields
n~
n~
nm
~
n41
~
969
1971
1984
985
Enters pharmaceutical field with release of
EPATEC, an anti-inflammatory agent
Opens Sodegaura Plant
Opens Central Research Institute
Launches TARGA herbicide for upland crops
~
965
Starts manufacture of melamine at Toyama Plant
using original high-pressure production method
Enters petrochemical field
Launches HI-LITE chlorinated
socyanuric acid
41
~
~
1949
1951
1964
Begins ammonia synthesis at Toyama Plant
Changes corporate name to Nissan Chemical
Industries, Ltd.
Shares listed on Tokyo Stock Exchange
Launches SNOWTEX collOidal silica
~
Nissan-Marubeni Shoji Co., Ltd.
Nissan Ferro Organic
Chemical Co., Ltd.
Nippon Phosphoric Acid Co., Ltd.
Sales of fertilizers and
agrochernicals
Ammonium phosphate
and sulfuric acid
928
937
Founded as 1'01..)'0 Jinzo Hiryo Kaisha, Japan's first
chemical fertilizer manufacturer
Vinyl chloride
stabilizers
1887
Catalysts for petro-
chemical, petroleum
and food products
Corporate History
Nissan Girdler Catalyst Co., Ltd.
Nihon Hiryo Co., Ltd.
Nissan-Eka Chemicals Co., Ltd.
Fertilizers
Chemicals and systems
for paper-making
Overseas Office
Singapore Office
Tong Eng Building #16-19,
Tel: 220-9296
01 Cecil Street, Singapore 069533
Nissan Kenzai Co., Ltd.
Chemical Service, Co., Ltd.
Construction materials
Distillation and
refining of chemical
products
Shanghai Diamond Agrochemicals Co., Ltd.
Shipping Village, Nanxiang, Shanghai, China
Tel: 21-5912-3055
Sales of industrial
chemicals, agrochem-
icals and others
Seo Han Chemical Co., Ltd.
273-1, I'yung Chang Dong Chongro-ku, Seoul. Korea
Tel: 2-2117-2970
'ii'lm~ ~1JrOO] n.oo,~ n~o~
~~ ~~ ~~~ ~ffi~
Ilm~~ ~~ ~~o~~~
~~~~~ iloalm~~~
~~~
~ ~ ~ ffi ~nG1!Dl7 ~~ wllmmo ~ ~ ~
~~tn>~ ~~~~
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~ ~ 0Im ~ ~ IJillimlOO cg]f Ii) ~
~ ~flm ~
Environmental Technical
Laboratory, Ltd.
Nissei Corporation
KenoGard SA
Diputacion, 279, 011007
Tel: 93-488-1270
Nissan Transportation Co., Ltd,
Nissan Kenko, Ltd.
Environmental
protection consulting
Transportation
Construction and
estate services
real
Barcelona, Spain
Philagro France
Parc d'affaires de telebase, 2,rue Claude Chappe 69370,
Saint-Didier-au-Mont-d'Or, France
Tel: 78 64 3206
Nissan Green &
Landscape Co., Ltd.
Nissan Engineering, Ltd.
Plant engineering
services
Landscaping and
civil engineering
Nissan Chemical Houston Corporation
12330 Ray Area Boulevard, Pasadena,
Texas 77507, U.S.A.
Tel: 281-291-0200
'1
Kansai Nissan Chemicals, Ltd.
Hokkaido Nissan Chemicals, Ltd.
Fertilizers and
agrochemicals
Nissan Chemical Europe GmbH
Deutsch-.Iapanisches Center, Irnmerrnannstrasse 45, 40210
Duesseldorf, Germany
'1'1'1:211-1722711
~
II
' .,!, t
'. '
o
...
i~
-.,--
'01
It
..
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Tokyo Nissan Chemicals, Ltd.
Domestic
Seiwa Sangyo Kaisha, Ltd.
Subsidiaries and Affiliates
Agrochemicals and
agricultural materials
Fertilizers
Trading, transportation
and insurance
CE>I:;-:'
';,'h:l--
: ""
Overseas
Nissan Chemical America Corporation
303 South Broadway, Tarrytown, Westchester,
Tel: 914-332-4745
~
\JW
New York, USA
.."
i.
-
"
e
.
Year ended
March 31,1997
Report
Annual
1997
o NISSAN CHEMICAL INDUSTRIES, LTD.
Printed in Japan
(.) NISSAN CHEMICAL INDUSTRIES, LTD.
Tokyo 101, Japan
Nissan Chemical Industries, Ltd.
7-1, Kanda Nishiki-cho 3-chome, Chiyocla-ku,
TEL 03-3296-8320 FAX 03-3296-8210